0001539497-21-001881.txt : 20211118 0001539497-21-001881.hdr.sgml : 20211118 20211118163904 ACCESSION NUMBER: 0001539497-21-001881 CONFORMED SUBMISSION TYPE: ABS-15G PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20211118 ITEM INFORMATION: Findings and Conclusions of the Third Party Due Diligence Provider Obtained by the Issuer FILED AS OF DATE: 20211118 DATE AS OF CHANGE: 20211118 ABS RULE: RULE-15GA2 REGISTERED ENTITY: N ABS ASSET CLASS: Commercial mortgages FILER: COMPANY DATA: COMPANY CONFORMED NAME: GS MORTGAGE SECURITIES CORP II CENTRAL INDEX KEY: 0001004158 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 223442024 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: ABS-15G SEC ACT: Dodd Frank Act SEC FILE NUMBER: 025-00533 FILM NUMBER: 211424934 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 DEPOSITOR: COMPANY DATA: COMPANY CONFORMED NAME: GS MORTGAGE SECURITIES CORP II CENTRAL INDEX KEY: 0001004158 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 223442024 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: ABS-15G SEC ACT: Dodd Frank Act BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 SECURITIZER: COMPANY DATA: COMPANY CONFORMED NAME: GS MORTGAGE SECURITIES CORP II CENTRAL INDEX KEY: 0001004158 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 223442024 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: ABS-15G SEC ACT: Dodd Frank Act SEC FILE NUMBER: 025-00533 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 ABS-15G 1 n2826_x1-abs15g.htm FORM ABS-15G

 

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) [_]

 

[ü] Rule 15Ga-2 under the Exchange Act (17 CFR 240.15Ga-2)

 

Central Index Key Number of depositor: 0001004158

 

GS Mortgage Securities Corporation Trust 2021-DM
(Exact name of issuing entity as specified in its charter)

 

Central Index Key Number of issuing entity (if applicable): Not applicable

 

    

 

Central Index Key Number of underwriter (if applicable): Not applicable

 

Joe Osborne, (972) 501-3977
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 1 hereto is a Report of Independent Accountants on Applying Agreed-Upon Procedures, dated November 18, 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.

 

    

 

 

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.

 

GS MORTGAGE SECURITIES CORPORATION II
(Depositor)

Date: November 18, 2021

/s/ Leah Nivison  

By: Leah Nivison, Chief Executive Officer
(senior officer in charge of securitization of the depositor)

    

 

 

EXHIBIT INDEX

 

Exhibit Number Description
   
Exhibit 1 Report of Independent Accountants on Applying Agreed-Upon Procedures, dated November 18, 2021, of Ernst & Young LLP

 

    

 

 EX-1 2 exh1.htm REPORT OF INDEPENDENT ACCOUNTANTS ON APPLYING AGREED-UPON PROCEDURES, DATED NOVEMBER 18, 2021, 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

 

GS Mortgage Securities Corporation II (the “Depositor”)

Goldman Sachs Bank USA

Goldman Sachs & Co. LLC

Goldman Sachs Mortgage Company

(collectively, the “Specified Parties”)

 

Re:GS Mortgage Securities Corporation Trust 2021-DM (the “Issuing Entity”)
Commercial Mortgage Pass-Through Certificates, Series 2021-DM (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 18 November 2021. 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 confidential 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

 

 

18 November 2021

    

 

 

Attachment A

Page 1 of 5

 

Background

 

For the purpose of the procedures described in this report, the Depositor indicated that:

a.The assets of the Issuing Entity will consist primarily of one componentized promissory note, evidencing a two-year (subject to three consecutive one-year extension options) floating rate, interest-only mortgage loan (the “Mortgage Loan”) and
b.The Mortgage Loan is secured primarily by the borrowers’ fee simple or leasehold interests in a portfolio of 18 multifamily properties located in Florida, Massachusetts and Utah (each, a “Property” and collectively, the “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 Properties as of 9 December 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. 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 5

 

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 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 Due 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.The applicable Source Document(s) indicate that the Mortgage Loan is interest-only for its entire term, including the extension period options. Based on this information, the Depositor instructed us to:
a.Use the “Original Term To Maturity (Mos.),” as shown on the Final Data File, for the original interest-only period of the Mortgage Loan (the “Original Interest-Only Period (Mos.)”),
b.Use “0” for the:
i.Original Amortization Term (Mos.),
ii.Fully Extended Amortization Term and
iii.Remaining Amortization Term (Mos.) and
c.Use the “Original Balance ($),” as shown on the Final Data File, as:
i.The principal balance of the Mortgage Loan as of the Reference Date (the “Cut-off Date Balance ($)”) and
ii.The principal balance of the Mortgage Loan as of the “Maturity Date” of the Mortgage Loan (the “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 5

 

6.Using the:
a.Original Term To Maturity (Mos.),
b.Original Interest-Only Period (Mos.),
c.Fully Extended Original Term and
d.Seasoning,

as shown on the Final Data File, we recalculated the:

i.Remaining Term To Maturity (Mos.),
ii.Remaining Interest-Only Period (Mos.) and
iii.Fully Extended 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.Using the:
a.Margin,
b.LIBOR Floor and
c.LIBOR Rounding Methodology,

as shown on the Final Data File, and a LIBOR assumption of 0.10000% provided by the Depositor, we recalculated the “Mortgage Loan 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.

 

8.Using the:
a.Margin and
b.LIBOR Strike Cap,

as shown on the Final Data File, we recalculated the “Mortgage Loan Interest Rate (At LIBOR 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.

    

 

 

Attachment A

Page 4 of 5

 

9.Using the:
a.Original Balance ($),
b.Mortgage Loan Rate (%),
c.Mortgage Loan Interest Rate (At LIBOR Cap) and
d.Interest Accrual Method,

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:

i.Mortgage Loan Monthly Payment ($),
ii.Mortgage Loan Annual Debt Service ($) and
iii.Mortgage Loan Annual Debt Service at LIBOR 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 “Mortgage Loan Monthly Payment ($)” of the Mortgage Loan as 1/12th of the product, rounded to two decimal places, of:

a.The “Original Balance ($),” as shown on the Final Data File,
b.The “Mortgage Loan Rate (%),” as shown on the Final Data File, and
c.365/360.

 

For the purpose of this procedure, the Depositor instructed us to recalculate the “Mortgage Loan Annual Debt Service ($)” of the Mortgage Loan as twelve (12) times the “Mortgage Loan Monthly Payment ($),” as shown on the Final Data File.

 

For the purpose of this procedure, the Depositor instructed us to recalculate the “Mortgage Loan Annual Debt Service at LIBOR Cap ($)” of the Mortgage Loan as the product of:

a.1/12th of the product, rounded to two decimal places, of:
i.The “Original Balance ($),” as shown on the Final Data File,
ii.The “Mortgage Loan Interest Rate (At LIBOR Cap),” as shown on the Final Data File, and
 iii.365/360 and

b.12.
    

 

 

Attachment A

Page 5 of 5

 

10.Using the:
a.Mortgage Loan Annual Debt Service ($),
b.Mortgage Loan Annual Debt Service at LIBOR Cap ($),
c.Underwritten Net Operating Income ($),
d.Underwritten Net Cash Flow ($),
e.Cut-off Date Balance ($),
f.Allocated Loan Amount ($),
g.Balloon Balance ($),
h.Appraised Value ($) and
i.Units,

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.Underwritten NOI DSCR (x),
ii.Underwritten NCF DSCR (x),
iii.Mortgage Loan NCF DSCR at LIBOR cap,
iv.Underwritten NOI Debt Yield,
v.Underwritten NCF Debt Yield,
vi.Mortgage Loan Cut-off Date LTV Ratio (%),
vii.Mortgage Loan LTV Ratio at Maturity (%),
viii.% of Initial Pool Balance and
ix.Loan Per Unit ($)

of the Mortgage Loan, and with respect to viii. above, of each 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 iii. above to two decimal places and
b.Round the characteristics listed in iv. through vii. above to the nearest 1/10th of one percent.
    

 

Exhibit 1 to Attachment A
Page 1 of 2

 

Source Documents

 

Mortgage Loan Source Documents

 

Source Document Title Source Document Date
   
Promissory Note 15 November 2021
   
Loan Agreement 15 November 2021
   
Cash Management Agreement 15 November 2021
   
Guaranty Agreement 15 November 2021
   
Environmental Indemnity Agreement 15 November 2021
   
Settlement Statement 15 November 2021
   
Bloomberg Screenshot for LIBOR Cap Provider Rating Not Dated

 

Property Source Documents

 

Source Document Title Source Document Date
   
Appraisal Reports Various
   
Engineering Reports Various
   
Seismic Report 7 September 2021
   
Portfolio Appraisal Report 12 November 2021
   
Underwriter’s Summary Report Not Dated
   
Underwritten Rent Roll 30 October 2021
   
Phase I Environmental Reports Various
   
USPS Internet Site (www.usps.com) Not Applicable

    

 

Exhibit 1 to Attachment A
Page 2 of 2

 

Property Source Documents (continued)

 

Source Document Title Source Document Date
   
Pro Forma Title Policy Not Dated
   
Insurance Review Document 12 November 2021
   
Management Agreements Various
   
Ground Lease Agreement 1 April 2003
   

 

 

    

 

Exhibit 2 to Attachment A

Page 1 of 6

 

Compared Characteristics and Source Documents

 

Property Information:

 

Characteristic Source Document(s)
   
Address (see Note 1) Appraisal Report
City (see Note 1) Appraisal Report
State (see Note 1) Appraisal Report
County USPS Internet Site (www.usps.com)
Zip Code USPS Internet Site (www.usps.com)
Year Built Appraisal Report
Year Renovated Appraisal Report
General Property Type Appraisal Report
Detailed Property Type Appraisal Report
Flood Zone Engineering Report
Units Underwritten Rent Roll
Occupancy (%) Underwritten Rent Roll
Occupancy Date Underwritten Rent Roll
Property Manager Management Agreement

 

Third Party Information:

 

Characteristic Source Document(s)
   
Appraised Value ($) (see Note 11) Appraisal Report or Portfolio Appraisal Report
Appraisal Date (see Note 11) Appraisal Report or Portfolio Appraisal Report
Appraisal FIRREA (Y/N) Appraisal Report
Appraiser Designation Appraisal Report
Engineering Report Date Engineering Report
Environmental Phase I Report Date Phase I Environmental Report
Seismic Report Date (see Note 10) Seismic Report
PML or SEL (%) (see Note 10) Seismic Report
Environmental Insurance Required (Y/N) Insurance Review Document
Blanket Insurance Policy (Y/N) Insurance Review Document

 

 

    

 

Exhibit 2 to Attachment A

Page 2 of 6

 

Underwriting Information: (see Note 2)

 

Characteristic Source Document(s)
   
2019 EGI Date Underwriter’s Summary Report
2019 EGI ($) Underwriter’s Summary Report
2019 Expenses ($) Underwriter’s Summary Report
2019 NOI ($) Underwriter’s Summary Report
2019 Replacement Reserve ($) Underwriter’s Summary Report
2019 NCF ($) Underwriter’s Summary Report
2020 EGI Date Underwriter’s Summary Report
2020 EGI ($) Underwriter’s Summary Report
2020 Expenses ($) Underwriter’s Summary Report
2020 NOI ($) Underwriter’s Summary Report
2020 Replacement Reserve ($) Underwriter’s Summary Report
2020 NCF ($) Underwriter’s Summary Report
Most Recent Date (if past 2020) Underwriter’s Summary Report
Most Recent # of months Underwriter’s Summary Report
Most Recent Description Underwriter’s Summary Report
Most Recent EGI (if past 2020) ($) Underwriter’s Summary Report
Most Recent Expenses (if past 2020) ($) Underwriter’s Summary Report
Most Recent NOI (if past 2020) ($) Underwriter’s Summary Report
Most Recent Replacement Reserve (if past 2020) ($) Underwriter’s Summary Report
Most Recent NCF (if past 2020) ($) Underwriter’s Summary Report
Underwritten EGI ($) Underwriter’s Summary Report
Underwritten Expenses ($) Underwriter’s Summary Report
Underwritten Net Operating Income ($) Underwriter’s Summary Report
Underwritten Replacement Reserve ($) Underwriter’s Summary Report
Underwritten TI / LC ($) Underwriter’s Summary Report
Underwritten Other Reserve ($) Underwriter’s Summary Report
Underwritten Net Cash Flow ($) Underwriter’s Summary Report

 

    

 

Exhibit 2 to Attachment A

Page 3 of 6

 

Reserve and Escrow Information:

 

Characteristic Source Document(s)
   
Ongoing Replacement Reserve ($) Loan Agreement
Replacement Reserve Caps ($) Loan Agreement
Ongoing TI/LC Reserve ($) Loan Agreement
TI/LC Caps ($) Loan Agreement
Ongoing Environmental Reserve ($) Loan Agreement
Ongoing Deferred Maintenance Reserve ($) Loan Agreement
Ongoing Debt Service Reserve ($) Loan Agreement
Ongoing RE Tax Reserve ($) Loan Agreement
Ongoing Insurance Reserve ($) Loan Agreement
Ongoing Other Reserve ($) Loan Agreement
Other Reserve Description Loan Agreement
Upfront Replacement Reserve ($) Loan Agreement
Upfront TI/LC Reserve ($) Loan Agreement
Upfront Environmental Reserve ($) Loan Agreement
Upfront Deferred Maintenance Reserve ($) Loan Agreement
Upfront Debt Service Reserve ($) Loan Agreement
Upfront RE Tax Reserve ($) Loan Agreement
Upfront Insurance Reserve ($) Loan Agreement
Upfront Other Reserve ($) Loan Agreement

 

Mortgage Loan Information:

 

Characteristic Source Document(s)
   
Originator Loan Agreement
Originator Entity Type Loan Agreement
Original Balance ($) Loan Agreement
Allocated Loan Amount ($) Loan Agreement
Due Date Loan Agreement
Last IO Due Date Loan Agreement
Maturity Date Loan Agreement
Extension Options (Y/N) Loan Agreement
Extension Options (#/Mos) Loan Agreement
Extension Spread Increase Description Loan Agreement
First Extension Fee Loan Agreement
Second Extension Fee Loan Agreement
Third Extension Fee Loan Agreement
Exit Fee Loan Agreement
Fully Extended Maturity Date Loan Agreement
Grace Period – Late Fee Loan Agreement
Grace Period – Default Loan Agreement

    

 

Exhibit 2 to Attachment A

Page 4 of 6

 

Mortgage Loan Information: (continued)

 

Characteristic Source Document(s)
   
Origination Date Loan Agreement
Margin Loan Agreement
Amortization Type Loan Agreement
Interest Accrual Method Loan Agreement
Interest Accrual Period Loan Agreement
Mortgage Loan Index Loan Agreement
Float Rate Change Frequency (Mos) Loan Agreement
LIBOR Rounding Methodology Loan Agreement
LIBOR Lookback Days Loan Agreement
LIBOR Floor Loan Agreement
LIBOR Cap Counterparty Rating (S&P / MIS / FITCH) Bloomberg Screenshot for LIBOR Cap Provider Rating
Prepayment End Date (see Notes 4, 6 and 7) Loan Agreement
Open Period Begin Date (see Notes 5, 6 and 7) Loan Agreement
Open Period (Payments) (See Notes 6 and 7) Loan Agreement
Prepayment Type (see Note 6) Loan Agreement
Prepayment Provision (see Notes 3 and 6) Loan Agreement
Release Provisions (Y/N) Loan Agreement
Partially Prepayable without Penalty Loan Agreement
Partially Prepayable without Penalty Description Loan Agreement
Partial Collateral Release Description Loan Agreement
Day of Month Prepayment Permitted Loan Agreement
Future Debt Allowed? Loan Agreement
Mortgage Assumable? Loan Agreement
Assumption Fee Loan Agreement
Earthquake Insurance Required (Y/N) Loan Agreement
Terrorism Insurance Required (Y/N) Loan Agreement
Lien Position Pro Forma Title Policy
Ownership Interest Pro Forma Title Policy
Condominium Present? Loan Agreement
Borrower Name Loan Agreement
Carve-out Guarantor Guaranty Agreement
Recourse Guaranty Agreement
Single Purpose Borrower (Y/N) Loan Agreement

    

 

Exhibit 2 to Attachment A

Page 5 of 6

 

Mortgage Loan Information: (continued)

 

Characteristic Source Document(s)
   
Tenant In Common (Y/N) Loan Agreement
Letter of Credit? Loan Agreement
Lockbox (see Note 8) Loan Agreement
Cash Management (see Note 9) Loan Agreement
Cash Management Triggers Loan Agreement
DSCR at Trigger Level Loan Agreement
Loan Purpose Settlement Statement
Ground Lease (Y/N) Ground Lease Agreement
Annual Ground Lease Payment ($) Ground Lease Agreement
Ground Lease Expiration Date Ground Lease Agreement
Ground Lease Extension (Y/N) Ground Lease Agreement
# of Ground Lease Extension Options Ground Lease Agreement
Ground Lease Expiration Date after all Extensions Ground Lease 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 “Underwriting Information” characteristics that are expressed as dollar values, the Depositor instructed us to ignore differences of +/- $1 or less.

 

3.For the purpose of comparing the “Prepayment Provision” characteristic, the Depositor instructed us to assume that prepayment of the Mortgage Loan subject to a spread maintenance penalty would be permitted on 12/9/2020, and that this “Due Date” is part of the spread maintenance period.

 

4.For the purpose of comparing the “Prepayment End Date” characteristic, the Depositor instructed us to use the day prior to the first “Due Date” which occurs during the open period of the prepayment string, as shown in the applicable Source Document(s).

 

5.For the purpose of comparing the “Open Period Begin Date” characteristic, the Depositor instructed us to use the first “Due Date” which occurs during the open period of the prepayment string, as shown in the applicable Source Document(s).

 

6.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).

 

7.For the purpose of comparing the indicated characteristics, the Depositor instructed us to ignore any freely prepayable portion(s) of the Mortgage Loan, as shown in the applicable Source Document(s).
    

 

Exhibit 2 to Attachment A

Page 6 of 6

 

Notes: (continued)

 

8.For the purpose of comparing the “Lockbox” characteristic, the Depositor instructed us to use “Soft” if the applicable Source Document(s) require the borrower(s) to deposit or cause the manager(s) to deposit all rents collected into a lockbox account controlled by the lender(s).

 

9.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).

 

10.For the purpose of comparing the indicated characteristics, the Depositor instructed us to perform procedures only for any Property that contains a seismic report Source Document in the related loan file. For any 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.

 

11.For the purpose of comparing the “Appraised Value ($)” and “Appraisal Date” characteristics for the Mortgage Loan, the Depositor instructed us to use the $937,500,000 “as is” appraised value and 11/11/2021 appraisal date, respectively, as shown in the portfolio appraisal report Source Document. For the purpose of comparing the “Appraised Value ($)” and “Appraisal Date” characteristics for each Property, the Depositor instructed us to use the individual “as is” appraised value and appraisal date for each Property, respectively, as shown in the applicable appraisal report Source Document, even though the sum of the individual “as is” appraised values of the Properties does not equal the $937,500,000 “Appraised Value ($)” that is shown on the Preliminary Data File for the Mortgage Loan.

 

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
 
Mortgage Loan Seller
Control Number
Property Name
Loan / Property Flag
Number of Properties
Environmental Phase II
Environmental Phase II Report Date
As-Stabilized Appraised Value ($)
As-Stabilized Appraisal Date
Pari Passu Split (Y/N)
Cross-Collateralized (Y/N)
Crossed Group
Letter of Credit Balance ($)
Letter of Credit Description
Related Group
Yield Maintenance Index
Yield Maintenance Discount
Yield Maintenance Margin
Yield Maintenance Calculation Method
First Due Date
Lockout Period
Lockout Expiration Date
Administrative Fee Rate (%)
First P&I Due Date
Due on Sale
Due on Encumbrance
Other Subordinate Debt Balance ($)
Other Subordinate Debt Type
Single Tenant (Y/N)
Sponsor
Original Term To Maturity (Mos.)
Fully Extended Original Term
Prepayment Begin Date
LIBOR Cap Expiration
LIBOR Cap Counterparty
LIBOR Cap After Extension
LIBOR Strike Cap

 

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

 

    

 

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