Exhibit 1
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KPMG LLP 1676
International Drive |
Independent Accountants’ Report on Applying Agreed-Upon Procedures
GS Mortgage Securities Corporation II (the “Company”)
Goldman Sachs & Co. LLC
Wells Fargo Securities, LLC
Deutsche Bank Securities Inc.
(together with the Company, the “Specified Parties”)
Re: IMT Trust 2017-APTS – Loan File Procedures
We have performed the procedures described below, which were agreed to by the Specified Parties, on specific attributes identified by the Specified Parties contained in an electronic data file provided to us on June 19, 2017 containing information on 1 mortgage loan and 11 related mortgaged properties (the “Data File”) which we were informed are to be included as collateral in the offering of the IMT Trust 2017-APTS, Commercial Mortgage Pass-Through Certificates, Series 2017-APTS. The sufficiency of these procedures is solely the responsibility of the Specified Parties. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose.
Unless otherwise noted, the following definitions have been adopted in presenting our procedures and findings:
| ● | The term “compared” means compared to the information shown and found it to be in agreement, unless otherwise stated. Such compared information was deemed to be in agreement if differences were attributable to rounding. |
| ● | The term “recomputed” means recalculated and compared the results to the information shown and found it to be in agreement, unless otherwise stated. Such recomputed information was deemed to be in agreement if differences were attributable to rounding. |
| ● | The term “rounding” means that dollar amounts and percentages were within $1.00 and 0.1%, respectively. |
| ● | The term “Data File” means the electronic data file provided to us by the Company on June 19, 2017 contained data with respect to the respective mortgage loan (“Mortgage Loan”) and the related mortgaged properties (“Mortgaged Properties”). |
| ● | The term “Cut-Off Date” means the payment date in July 2017, as provided by the Company. |
| ● | The term “Compared Attributes” means the list of fields in the Data File which were selected by the Company for us to perform procedures and listed in Attachment A. |
| ● | The term “Loan File” means the copies of source documents made available by the Company and listed in Attachment A. |
| ● | The term “Recomputed Attributes” means the list of fields in the Data File which were selected by the Company for us to perform recomputation procedures and listed in Attachment B. |
| KPMG LLP is a Delaware limited liability partnership and the US member firm of KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. |
| ● | The term “Calculation Methodology” means the field listed in Attachment B containing the calculation methodology for the Recomputed Attributes provided by the Company. |
| ● | The term “Instructions” means the instructions provided by the Company pertaining to a specific attribute, methodology, or value and described in Attachment C. |
The Company is responsible for the specified attributes identified by the Company in the Data File.
We were instructed by the Company to perform the agreed-upon procedures on the Mortgage Loan and the related Mortgaged Properties in the Data File.
| A. | We compared the Compared Attributes in the Data File to the corresponding information set forth in the Loan File (subject to the Instructions). Where more than one document was indicated, we used the highest priority document that we could locate in the Loan File. The document priority is the order provided by the Company, which is summarized on Attachment A, with the highest priority document listed first. |
We found such information in the Data File to be in agreement.
| B. | Using (i) certain information in the Data File and (ii) the Calculation Methodology, we recomputed the Recomputed Attributes in the Data File and compared the results of our recomputations to the corresponding information contained in the Data File. |
We found such information in the Data File to be in agreement.
There were no conclusions that resulted from the procedures.
This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. We were not engaged to, and did not, conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on the specific attributes identified by the Company in the Data File. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.
The procedures performed were applied based on the methodologies, instructions, assumptions, and information provided to us by the Company, without verification or evaluation of such methodologies, instructions, assumptions, and information by us; therefore, we express no opinion or any other form of assurance regarding (i) the reasonableness of the methodologies, instructions, assumptions, or information provided to us by the Company, (ii) the physical existence of the Mortgage Loan and Mortgaged Properties, (iii) the reliability or accuracy of the documents furnished to us by the Company which were used in our procedures, (iv) the adequacy of the disclosures in the Data File, or as to whether any of the statements expressed therein omit any material facts, or (v) matters of legal interpretation.
The procedures performed were not intended to address, nor did they address: (i) the conformity of the origination of the Mortgage Loan to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) the value of collateral securing the Mortgage Loan being securitized, (iii) the compliance of the originators of the Mortgage Loan with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the Mortgage Loan that would be material to the likelihood that the issuer of the asset-backed security will pay interest and principal in accordance with applicable terms and conditions. The procedures performed were not intended to satisfy any criteria for due diligence published by a nationally recognized statistical rating organization (“NRSRO”).
| 2 |
The terms of our engagement are such that we have no obligation to update this report because of events and transactions that may subsequently occur.
This report is intended solely for the information and use of the Specified Parties. It is not intended to be and should not be used by any other person or entity, including investors and NRSROs, 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/ KPMG LLP
June 19, 2017
| 3 |
ATTACHMENT A
COMPARED ATTRIBUTES
| Attribute | Source Document |
| Property Name | Provided by the Company |
| Address | Appraisal, Engineering Report |
| City | Appraisal, Engineering Report |
| State | Appraisal, Engineering Report |
| County | Appraisal, Engineering Report |
| Zip Code | Appraisal, Engineering Report, USPS |
| General Property Type | Appraisal |
| Detailed Property Type | Appraisal |
| Year Built | Appraisal, Engineering Report |
| Year Renovated | Appraisal, Engineering Report |
| Units, Pads, Rooms, Sq Ft | Underwritten Rent Roll |
| Unit Description | Appraisal |
| Original Balance ($) | Loan Agreement |
| Cut-off Date Balance ($) | Loan Agreement |
| Allocated Loan Amount ($) | Loan Agreement |
| % of Initial Pool Balance | Loan Agreement |
| Pari Passu Split (Y/N) | Loan Agreement, Deed of Trust, Mortgage |
| Trust Interest Rate (At LIBOR Cap) | Loan Agreement |
| Margin | Loan Agreement, Deed of Trust, Mortgage |
| Mortgage Loan Index | Loan Agreement |
| Assumed LIBOR | Provided by the Company |
| Float Rate Change Frequency (Mos) | Loan Agreement, Deed of Trust, Mortgage |
| LIBOR Floor | Loan Agreement, Deed of Trust, Mortgage |
| Libor Cap After Extension | Loan Agreement |
| Libor Cap Expiration | Libor Cap Agreement |
| Libor Cap Counterparty | Libor Cap Agreement |
| Libor cap Counterparty rating (S&P / MIS / FITCH) | Provided by the Company |
| A-1 |
| Attribute | Source Document |
| Trust Annual Debt Service at LIBOR Cap | Loan Agreement |
| LIBOR Rounding Methodology | Loan Agreement, Deed of Trust, Mortgage |
| LIBOR Lookback Days | Loan Agreement, Deed of Trust, Mortgage |
| Extension Options (Yes/No) | Loan Agreement, Deed of Trust, Mortgage |
| Extension Options (num/mos) | Loan Agreement, Deed of Trust, Mortgage |
| Extension Spread Increase Description | Loan Agreement, Deed of Trust, Mortgage |
| Fully Extended Maturity Date | Loan Agreement, Deed of Trust, Mortgage |
| Fully Extended Amortization Term | Loan Agreement, Deed of Trust, Mortgage |
| Trust Monthly Payment | Loan Agreement, Deed of Trust, Mortgage |
| Interest Accrual Method | Loan Agreement, Deed of Trust, Mortgage |
| Interest Accrual Period | Loan Agreement, Deed of Trust, Mortgage |
| Origination Date | Loan Agreement, Deed of Trust, Mortgage |
| First Due Date | Loan Agreement, Deed of Trust, Mortgage |
| Last IO Due Date | Loan Agreement, Deed of Trust, Mortgage |
| First P&I Due Date | Loan Agreement, Deed of Trust, Mortgage |
| Due Date | Loan Agreement, Deed of Trust, Mortgage |
| Grace Period- Late Fee | Loan Agreement, Deed of Trust, Mortgage |
| Grace Period- Default | Loan Agreement, Deed of Trust, Mortgage |
| Amortization Type | Loan Agreement, Deed of Trust, Mortgage |
| Original Interest-Only Period (Mos.) | Loan Agreement, Deed of Trust, Mortgage |
| Original Amortization Term (Mos.) | Loan Agreement, Deed of Trust, Mortgage |
| Maturity Date | Loan Agreement, Deed of Trust, Mortgage |
| Balloon Balance ($) | Loan Agreement, Deed of Trust, Mortgage |
| Lockbox | Loan Agreement, Cash Management Agreement |
| Cash Management | Loan Agreement, Cash Management Agreement |
| Cash Management Triggers | Loan Agreement, Cash Management Agreement |
| DSCR at Trigger Level | Loan Agreement, Cash Management Agreement |
| Cross-Collateralized (Y/N) | Loan Agreement |
| A-2 |
| Attribute | Source Document |
| Crossed Group | Loan Agreement |
| Lockout Period | Loan Agreement, Deed of Trust, Mortgage |
| Lockout Expiration Date | Loan Agreement, Deed of Trust, Mortgage |
| Prepayment Begin Date | Loan Agreement, Deed of Trust, Mortgage |
| Prepayment End Date | Loan Agreement, Deed of Trust, Mortgage |
| Open Period Begin Date | Loan Agreement, Deed of Trust, Mortgage |
| Open Period (Payments) | Loan Agreement, Deed of Trust, Mortgage |
| Prepayment Type | Loan Agreement, Deed of Trust, Mortgage |
| Prepayment Provision | Loan Agreement, Deed of Trust, Mortgage |
| Partially Prepayable without Penalty | Loan Agreement, Deed of Trust, Mortgage |
| Partially Prepayable without Penalty Description | Loan Agreement, Deed of Trust, Mortgage |
| Partial Collateral Release Description | Loan Agreement, Deed of Trust, Mortgage |
| Yield Maintenance Index | Loan Agreement, Deed of Trust, Mortgage |
| Yield Maintenance Discount | Loan Agreement, Deed of Trust, Mortgage |
| Yield Maintenance Margin | Loan Agreement, Deed of Trust, Mortgage |
| Yield Maintenance Calculation Method | Loan Agreement, Deed of Trust, Mortgage |
| Day of Month Prepayment Permitted | Loan Agreement, Deed of Trust, Mortgage |
| Due on Sale | Loan Agreement, Deed of Trust, Mortgage |
| Due on Encumbrance | Loan Agreement, Deed of Trust, Mortgage |
| Future Debt Allowed? | Loan Agreement, Deed of Trust, Mortgage |
| Mortgage Assumable? | Loan Agreement, Deed of Trust, Mortgage |
| Assumption Fee | Loan Agreement, Deed of Trust, Mortgage |
| Appraiser Designation | Appraisal |
| Appraisal FIRREA (Y/N) | Appraisal |
| Appraisal Date | Appraisal |
| Appraised Value ($) | Appraisal |
| As Stabilized Appraisal Date | Appraisal |
| As Stabilized Appraised Value ($) | Appraisal |
| A-3 |
| Attribute | Source Document |
| Occupancy (%) | Underwritten Rent Roll |
| Occupancy Date | Underwritten Rent Roll |
| Rent Steps Date | Underwritten Rent Roll |
| Largest Tenant | Underwritten Rent Roll |
| Largest Tenant Sq Ft | Underwritten Rent Roll |
| Largest Tenant Lease Expiration | Underwritten Rent Roll |
| Second Largest Tenant | Underwritten Rent Roll |
| Second Largest Tenant Sq Ft | Underwritten Rent Roll |
| Second Largest Tenant Lease Expiration | Underwritten Rent Roll |
| Third Largest Tenant | Underwritten Rent Roll |
| Third Largest Tenant Sq Ft | Underwritten Rent Roll |
| Third Largest Tenant Lease Expiration | Underwritten Rent Roll |
| Fourth Largest Tenant | Underwritten Rent Roll |
| Fourth Largest Tenant Sq Ft | Underwritten Rent Roll |
| Fourth Largest Tenant Lease Expiration | Underwritten Rent Roll |
| Fifth Largest Tenant | Underwritten Rent Roll |
| Fifth Largest Tenant Sq Ft | Underwritten Rent Roll |
| Fifth Largest Tenant Lease Expiration | Underwritten Rent Roll |
| Single Tenant (Y/N) | Underwritten Rent Roll |
| Engineering Report Date | Engineering Report |
| Environmental Phase I Report Date | Environmental Report |
| Environmental Phase II | Environmental Report |
| Environmental Phase II Report Date | Environmental Report |
| PML or SEL (%) | Seismic Report |
| Seismic Report Date | Seismic Report |
| Earthquake Insurance Required | Insurance Certificate |
| Terrorism Insurance Required | Insurance Certificate |
| Environmental Insurance Required (Y/N) | Insurance Certificate |
| A-4 |
| Attribute | Source Document |
| Blanket Insurance Policy (Yes/No) | Insurance Certificate |
| Lien Position | Title |
| Ownership Interest | Title |
| Condominium Present? | Loan Agreement |
| Ground Lease Y/N | Ground Lease |
| Annual Ground Lease Payment ($) | Ground Lease |
| Ground Lease Expiration Date | Ground Lease |
| Ground Lease Extension (Y/N) | Ground Lease |
| # of Ground Lease Extension Options | Ground Lease |
| Ground Lease Expiration Date after all Extensions | Ground Lease |
| 2014 EGI Date | Underwritten Financial Summary Report |
| 2014 EGI | Underwritten Financial Summary Report |
| 2014 Expenses | Underwritten Financial Summary Report |
| 2014 NOI | Underwritten Financial Summary Report |
| 2014 NCF | Underwritten Financial Summary Report |
| 2015 EGI Date | Underwritten Financial Summary Report |
| 2015 EGI | Underwritten Financial Summary Report |
| 2015 Expenses | Underwritten Financial Summary Report |
| 2015 NOI | Underwritten Financial Summary Report |
| 2015 NCF | Underwritten Financial Summary Report |
| 2016 EGI Date | Underwritten Financial Summary Report |
| 2016 EGI | Underwritten Financial Summary Report |
| 2016 Expenses | Underwritten Financial Summary Report |
| 2016 NOI | Underwritten Financial Summary Report |
| 2016 NCF | Underwritten Financial Summary Report |
| Most Recent Date (if past 2016) | Underwritten Financial Summary Report |
| Most Recent # of months | Underwritten Financial Summary Report |
| Most Recent Description | Underwritten Financial Summary Report |
| A-5 |
| Attribute | Source Document |
| Most Recent EGI (if past 2016) ($) | Underwritten Financial Summary Report |
| Most Recent Expenses (if past 2016) ($) | Underwritten Financial Summary Report |
| Most Recent NOI (if past 2016) ($) | Underwritten Financial Summary Report |
| Most Recent NCF (if past 2016) ($) | Underwritten Financial Summary Report |
| Underwritten EGI ($) | Underwritten Financial Summary Report |
| Underwritten Expenses ($) | Underwritten Financial Summary Report |
| Underwritten Net Operating Income ($) | Underwritten Financial Summary Report |
| Underwritten Replacement / FF&E Reserve ($) | Underwritten Financial Summary Report |
| Underwritten TI / LC ($) | Underwritten Financial Summary Report |
| Underwritten Other Reserve ($) | Underwritten Financial Summary Report |
| Underwritten Net Cash Flow ($) | Underwritten Financial Summary Report |
| Upfront RE Tax Reserve ($) | Loan Agreement |
| Ongoing RE Tax Reserve ($) | Loan Agreement |
| Upfront Insurance Reserve ($) | Loan Agreement |
| Ongoing Insurance Reserve ($) | Loan Agreement |
| Upfront Replacement Reserve ($) | Loan Agreement |
| Ongoing Replacement Reserve ($) | Loan Agreement |
| Replacement Reserve Caps ($) | Loan Agreement |
| Upfront TI/LC Reserve ($) | Loan Agreement |
| Ongoing TI/LC Reserve ($) | Loan Agreement |
| TI/LC Caps ($) | Loan Agreement |
| Upfront Debt Service Reserve ($) | Loan Agreement |
| Ongoing Debt Service Reserve ($) | Loan Agreement |
| Upfront Deferred Maintenance Reserve ($) | Loan Agreement |
| Ongoing Deferred Maintenance Reserve ($) | Loan Agreement |
| Upfront Environmental Reserve ($) | Loan Agreement |
| Ongoing Environmental Reserve ($) | Loan Agreement |
| Upfront Other Reserve ($) | Loan Agreement |
| A-6 |
| Attribute | Source Document |
| Ongoing Other Reserve ($) | Loan Agreement |
| Other Reserve Description | Loan Agreement |
| Letter of Credit? | Loan Agreement |
| Letter of Credit Balance | Loan Agreement |
| Letter of Credit Description | Loan Agreement |
| Release Provisions (Y/N) | Loan Agreement |
| Loan Purpose | Settlement Statement |
| Borrower Name | Loan Agreement |
| Tenant In Common (Yes/No)? | Loan Agreement |
| Sponsor | Loan Agreement, Blackstone Certificate of Limited Partnership |
| Carve-out Guarantor | Loan Agreement, Guaranty, Blackstone Certificate of Limited Partnership |
| Recourse | Loan Agreement, Guaranty, Blackstone Certificate of Limited Partnership |
| Related Group | Loan Agreement |
| Single Purpose Borrower (Y/N) | Loan Agreement |
| Property Manager | Loan Agreement |
| Prior Securitizations | Provided by the Company |
| Exit Fee | Loan Agreement, Deed of Trust, Mortgage |
| Subsidized Housing Programs | Appraisal, Engineering Report, Loan Agreement |
| Student / Military / Other Concentration? (Y/N) | Appraisal, Engineering Report, Loan Agreement |
| A-7 |
ATTACHMENT B
RECOMPUTED ATTRIBUTES
| Attribute | Calculation Methodology |
| Loan Per Unit ($) | Cut-off Date Balance ($) divided by Units, Pads, Rooms, Sq Ft |
| Mortgage Loan Rate (%) | The sum of Margin plus Assumed LIBOR. |
| NCF DSCR at LIBOR cap | Underwritten Net Cash Flow ($) divided by Trust Annual Debt Service at LIBOR Cap |
| Fully Extended Original Term | Number of payments between and including Fully Extended Maturity Date and First Due Date. |
| Fully Extended Remaining Term | Fully Extended Original Term minus Seasoning. |
| Trust Annual Debt Service | Trust Monthly Payment multiplied by twelve. |
| Remaining Interest-Only Period (Mos.) | Original Interest-Only Period (Mos.) minus Seasoning |
| Original Term To Maturity (Mos.) | Number of payments between and including Maturity Date and First Due Date. |
| Remaining Term To Maturity (Mos.) | Original Term to Maturity (Mos.) minus Seasoning. |
| Remaining Amortization Term (Mos.) | Original Amortization Term (Mos.) minus Seasoning. |
| Seasoning | Recompute by determining the number of payment dates from and inclusive of First Due Date to and inclusive of Cut-off Date. |
| Cut-off Date LTV Ratio (%) | Cut-Off Date Balance ($) divided by Appraised Value ($). |
| LTV Ratio at Maturity (%) | Balloon Balance ($) divided by Appraised Value ($). |
| Underwritten NOI DSCR (x) | Underwritten Net Operating Income ($) divided by Trust Annual Debt Service. |
| Underwritten NOI Debt Yield | Underwritten Net Operating Income ($) divided by Cut-Off Date Balance ($). |
| Underwritten NCF DSCR (x) | Underwritten Net Cash Flow ($) divided by Trust Annual Debt Service. |
| Underwritten NCF Debt Yield | Underwritten Net Cash Flow ($) divided by Cut-Off Date Balance ($). |
| B-1 |
ATTACHMENT C
INSTRUCTIONS
| 1. | For those Compared Attributes with the Source Document indicated as “Provided by the Company”, we were instructed by the Company to assume the attribute is accurate and not perform any procedure. |
| C-1 |