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) [ ]

    X     Rule 15Ga-2 under the Exchange Act (17 CFR 240.15Ga-2)

Central Index Key Number of depositor:       0001013454       

Hudson Yards 2019-30HY Mortgage Trust

(Exact name of issuing entity as specified in its charter)

Central Index Key Number of issuing entity:      N/A     

Helaine M. Kaplan, (212) 250-5270

Name and telephone number, including area code, of the person to

contact in connection with this filing

INFORMATION TO BE INCLUDED IN THE REPORT

PART II:  FINDINGS AND CONCLUSIONS OF THIRD-PARTY DUE DILIGENCE REPORTS

Item 2.01  Findings and Conclusions of a Third Party Due Diligence Report Obtained by the Issuer

Attached as Exhibit 99.1 hereto is an agreed-upon procedures report, dated June 17, 2019, of Ernst & Young LLP, which report sets forth the findings and conclusions, as applicable, of Ernst & Young LLP with respect to certain agreed-upon procedures performed by Ernst & Young LLP.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the reporting entity has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Deutsche Mortgage & Asset Receiving Corporation
(Depositor)

Date: June 17, 2019

/s/ Helaine Kaplan                                  

By:  Helaine Kaplan, Managing Director
(senior officer in charge of securitization of the depositor)

/s/ Matt Smith                                      

By:  Matt Smith, Director
(senior officer in charge of securitization of the depositor)

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	Report of Independent Accountants on Applying Agreed-Upon Procedures, dated June 17, 2019

EX-99.1

Exhibit 99.1

Hudson Yards 2019-30HY Mortgage Trust

Commercial Mortgage Pass Through Certificates

Report To:

Deutsche Mortgage & Asset Receiving Corporation

German American Capital Corporation

Deutsche Bank Securities Inc.

Wells Fargo Bank, National Association

Wells Fargo Securities, LLC

Goldman Sachs Bank USA

Goldman Sachs Mortgage Company

Goldman Sachs & Co. LLC

17 June 2019

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	Goldman Sachs Bank USA Goldman Sachs Mortgage Company Goldman Sachs & Co. LLC 200 West Street New York, New York 10282
Wells Fargo Bank, National Association Wells Fargo Securities, LLC 375 Park Avenue New York, New York 10152
Re:Hudson Yards 2019-30HY 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 Deutsche Mortgage & Asset Receiving Corporation (the “Depositor”) with respect to the Trust Loan (as defined in Attachment A) 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, 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 relating to 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 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 as to: (a) the existence of the Trust 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 Trust 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 Trust Loan,

iii. Whether the originators of the Trust Loan complied with federal, state or local laws or regulations or

iv. Any other factor or characteristic of the Trust 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

This report is intended solely for the use of the Specified Parties and is not intended to be and should not be used by anyone other than the Specified Parties. It is not intended to be and should not be used by any other person or entity, including investors and rating agencies, who are not identified in the report as Specified Parties, but who may have access to this report as required by law or regulation.

/s/ Ernst & Young LLP

17 June 2019

Attachment A
Page 1 of 5

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 three senior promissory notes (the “Senior Trust Notes”) and three junior promissory notes (the “Junior Trust Notes” and, together with the Senior Trust Notes, the “Trust Loan”),

b. The Trust Loan, together with nine promissory notes that will not be included in the Issuing Entity and are pari passu in right of payment with the Senior Trust Notes (the “Companion Loans”), evidence a 10-year fixed-rate interest-only mortgage loan (the “Whole Loan”) and

c. The Whole Loan is secured by, among other things, a first priority mortgage on the fee simple interest of the borrower in a 1.46 million square foot office condominium portion of a 90-story Class A office building located at 30 Hudson Yards, 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 Trust Loan, Companion Loans, Whole Loan and Mortgaged Property as of 6 July 2019 (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 to 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 Item 1. 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 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 Trust Loan, Companion Loans, Whole 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, all 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 Payment Date” of the Whole Loan, as shown on the Final Data File, we recalculated the “Seasoning as of Cut-off Date (Months)” of the Whole 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 Payment Date and

b. Maturity Date

of the Whole Loan, both as shown on the Final Data File, we recalculated the “Original Balloon Term (Months)” of the Whole Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

6. The loan agreement Source Document indicates that the Whole Loan is interest-only for its entire term. Based on this information, the Depositor instructed us to:

a. Use the “Original Balloon Term (Months)” of the Whole Loan, as shown on the Final Data File, for the original interest-only period of the Whole Loan (the “Original Interest Only Period (Months)”),

b. Use “0” for the original amortization term of the Whole Loan (the “Original Amort. Term (Months)”),

c. Use “0” for the remaining amortization term of the Whole Loan (the “Remaining Term to Amortization (Months)”) and

d. Use the “Original First Mortgage Balance” of the Whole Loan, as shown on the Final Data File, as:

i. The principal balance of the Whole Loan as of the Reference Date (the “Cut-off First Mortgage Balance”) and

ii. The principal balance of the Whole Loan as of the “Maturity Date” of the Whole Loan (the “First Mortgage Maturity 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

7. Using the:

a. Cut-off Trust A Note Balance and

b. Cut-off Trust B Note Balance

of the Trust Loan, both as shown on the Final Data File, we recalculated the “Cut-off Trust Loan Amount” of the Trust 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. Cut-off Trust A Note Balance,

b. Cut-off Trust B Note Balance,

c. A Note Interest Rate and

d. B Note Interest Rate

of the Trust Loan, all as shown on the Final Data File, we recalculated the “Weighted Average Trust Rate” of the Trust Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

9. Using the:

a. Original Balloon Term (Months),

b. Original Interest Only Period (Months) and

c. Seasoning as of Cut-off Date (Months)

of the Whole Loan, all as shown on the Final Data File, we recalculated the:

i.       Remaining Term to Maturity (Months) and

ii.       Rem IO Period

of the Whole Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

10. Using the:

a. Original First Mortgage Balance,

b. First Mortgage Interest Rate and

c. Interest Calculation (30/360 / Actual/360)

of the Whole Loan, all as shown on the Final Data File, and the calculation methodology provided by the Depositor which is described in the succeeding paragraph of this Item 10., we recalculated the “Average Monthly Debt Service Payment” of the Whole 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 “Average Monthly Debt Service Payment” of the Whole Loan as 1/12^th of the product of:

a. The “Original First Mortgage Balance,” as shown on the Final Data File,

b. The “First Mortgage Interest Rate,” as shown on the Final Data File and

c. 365/360.

Attachment A
Page 4 of 5

11. Using the:

a. Average Monthly Debt Service Payment,

b. Cut-off First Mortgage Balance,

c. First Mortgage Maturity Balance,

d. Appraisal Value,

e. UW NOI,

f. UW NCF and

g. Collateral Square Ft.

of the Whole Loan and Mortgaged Property, as applicable, all 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.       UW NOI DSCR (Current),

ii.       UW NCF DSCR (Current),

iii. LTV at Cut-off,

iv. LTV at Maturity,

v. U/W NOI Debt Yield,

vi. U/W NCF Debt Yield and

vii. Cut-off Balance per Unit

of the Whole 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 round the “UW NOI DSCR (Current)” and “UW NCF DSCR (Current)” to two decimal places and to round the “LTV at Cut-off,” “LTV at Maturity,” “U/W NOI Debt Yield” and “U/W NCF Debt Yield” to the nearest 1/10^th of one percent.

Additionally, the Depositor instructed us to use the:

a. UW NOI DSCR (Current) and

b. UW NCF DSCR (Current)

of the Whole Loan, both as shown on the Final Data File, for the:

i. UW NOI DSCR (After IO Period) and

ii. UW NCF DSCR (After IO Period)

characteristics on the Final Data File, respectively. We compared this information to the corresponding information on the Final Data File and found such information to be in agreement.

Attachment A
Page 5 of 5

12. Using the:

a. Major Tenant Sq. Ft. # 1,

b. Major Tenant Sq. Ft. # 2,

c. Major Tenant Sq. Ft. # 3,

d. Major Tenant Sq. Ft. # 4,

e. Major Tenant Sq. Ft. # 5 and

f. Collateral Square Ft.

of the Mortgaged Property, all as shown on the Final Data File, we recalculated the:

i. Major % of Sq. Ft. # 1,

ii. Major % of Sq. Ft. # 2,

iii. Major % of Sq. Ft. # 3,

iv. Major % of Sq. Ft. # 4 and

v. Major % of Sq. Ft. # 5

of 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.

13. Using the:

a. Master,

b. Primary,

c. Cert Admin Fee Rate,

d. EU RR Reporting Admin Fee,

e. CREFC Fee Rate and

f. Sub Servicer Fee Rate

of the Trust Loan, all as shown on the Final Data File, we recalculated the “Admin Fee Rate” of the Trust 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

Whole Loan Source Documents

Source Document Title	Source Document Date
Loan Agreement	14 June 2019
Promissory Notes	14 June 2019
Closing Statement	14 June 2019
Cash Management Agreement	14 June 2019
Pledge and Security Agreement	14 June 2019

Mortgaged Property Source Documents

Source Document Title	Source Document Date
Appraisal Report	10 June 2019
Engineering Report	3 June 2019
Phase I Environmental Report	30 May 2019
Insurance Review Document	14 June 2019
Underwriter’s Summary Report	13 June 2019
Underwritten Rent Roll	Not Dated
Lease Agreements	Various
Lease Abstracts	Various
Lease Amendments	Various
USPS Internet Site (www.usps.gov)	Not Applicable
Title Policy	Not Dated
Condominium Documents	Various
Hudson Yards Press Kit	12 March 2019

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
County	USPS Internet Site (www.usps.gov)
Zip Code	USPS Internet Site (www.usps.gov)
Property Type	Appraisal Report
Property Sub-Type	Appraisal Report
Year Built	Appraisal Report
Year Renovated	Appraisal Report
Units/Rentable Square Ft.	Underwritten Rent Roll
Collateral Square Ft.	Underwritten Rent Roll
Primary Unit of Measure	Underwritten Rent Roll
Most Recent Physical Occupancy	Underwritten Rent Roll

Third Party Information:

Characteristic	Source Document(s)
Appraisal Value	Appraisal Report
Date of Valuation	Appraisal Report
FIRREA Eligible (Yes/No)	Appraisal Report
Date of Engineering Report	Engineering Report
Date of Phase I Report	Phase I Environmental Report
Earthquake Insurance (Y/N)	Insurance Review Document
Terrorism Insurance (Y/N)	Insurance Review Document
Windstorm Insurance (Y/N)	Insurance Review Document
Single Tenant (Yes/No)	Underwritten Rent Roll

Exhibit 2 to Attachment A
Page 2 of 6

Major Tenant Information: (see Note 2)

Characteristic	Source Document(s)
Major Tenant Name # 1	Underwritten Rent Roll
Major Tenant Sq. Ft. # 1	Underwritten Rent Roll
Major Tenant Lease Expiration Date # 1	Underwritten Rent Roll
Major Tenant Name # 2	Underwritten Rent Roll
Major Tenant Sq. Ft. # 2	Underwritten Rent Roll
Major Tenant Lease Expiration Date # 2	Underwritten Rent Roll
Major Tenant Name # 3	Underwritten Rent Roll
Major Tenant Sq. Ft. # 3	Underwritten Rent Roll
Major Tenant Lease Expiration Date # 3	Underwritten Rent Roll
Major Tenant Name # 4	Underwritten Rent Roll
Major Tenant Sq. Ft. # 4	Underwritten Rent Roll
Major Tenant Lease Expiration Date # 4	Underwritten Rent Roll
Major Tenant Name # 5	Underwritten Rent Roll
Major Tenant Sq. Ft. # 5	Underwritten Rent Roll
Major Tenant Lease Expiration Date # 5	Underwritten Rent Roll

Underwriting Information: (see Note 3)

Characteristic	Source Document(s)
2015 Operating Stmt Date	Underwriter’s Summary Report
2015 EGI	Underwriter’s Summary Report
2015 Expenses	Underwriter’s Summary Report
2015 NOI	Underwriter’s Summary Report
2015 Total Capital Items	Underwriter’s Summary Report
2015 NCF	Underwriter’s Summary Report
2016 Operating Stmt Date	Underwriter’s Summary Report
2016 EGI	Underwriter’s Summary Report
2016 Expenses	Underwriter’s Summary Report
2016 NOI	Underwriter’s Summary Report
2016 Total Capital Items	Underwriter’s Summary Report
2016 NCF	Underwriter’s Summary Report
2017 Operating Stmt Date	Underwriter’s Summary Report
2017 EGI	Underwriter’s Summary Report
2017 Expenses	Underwriter’s Summary Report
2017 NOI	Underwriter’s Summary Report
2017 Total Capital Items	Underwriter’s Summary Report
2017 NCF	Underwriter’s Summary Report
2018 Operating Stmt Date	Underwriter’s Summary Report
2018 EGI	Underwriter’s Summary Report
2018 Expenses	Underwriter’s Summary Report
2018 NOI	Underwriter’s Summary Report
2018 Total Capital Items	Underwriter’s Summary Report
2018 NCF	Underwriter’s Summary Report

Exhibit 2 to Attachment A
Page 3 of 6

Underwriting Information: (continued)

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 TI/LC	Underwriter’s Summary Report
UW NCF	Underwriter’s Summary Report
UW Vacancy	Underwriter’s Summary Report

Reserve and Escrow Information:

Characteristic	Source Document(s)
Monthly Tax Constant / Escrow	Loan Agreement
Monthly Insurance Constant / Escrow	Loan Agreement
Monthly TI/LC	Loan Agreement
Monthly Replacement Reserve	Loan Agreement
Other Reserve	Loan Agreement
Description Other Reserve	Loan Agreement
Tax at Closing	Closing Statement
Insurance at Closing	Closing Statement
TI/LC Taken at Closing	Closing Statement
Replacement Reserve Taken at Closing	Closing Statement
Engineering Reserve Taken at Closing	Closing Statement
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 Immediate Repairs	Loan Agreement
Interest Goes to Borrower Other Escrows	Loan Agreement
Directs Investment (Borrower or Lender)	Loan Agreement

Exhibit 2 to Attachment A
Page 4 of 6

Whole Loan Information:

Characteristic	Source Document(s)
Note Date	Loan Agreement
Borrower	Loan Agreement
Mortgage Loan Originator	Loan Agreement
Original First Mortgage Balance	Loan Agreement
First Mortgage Interest Rate (see Note 4)	Loan Agreement
A Note Interest Rate	Loan Agreement
B Note Interest Rate	Loan Agreement
Amortization Type	Loan Agreement
Interest Calculation (30/360 / Actual/360)	Loan Agreement
First Payment Date	Loan Agreement
Maturity Date	Loan Agreement
ARD (Yes/No)	Loan Agreement
Payment Day	Loan Agreement
Grace Period (Late Fee)	Loan Agreement
Grace Period (Default)	Loan Agreement
Assumption Fee	Loan Agreement
Lockbox Type (see Note 5)	Loan Agreement
Cash Management (see Note 6)	Loan Agreement
Excess Cash Trap Trigger	Loan Agreement
Prepayment Provision (see Note 7)	Loan Agreement
Lockout Expiration Date (see Note 8)	Loan Agreement
Partial Prepay Allowed (Yes/No)	Loan Agreement
Partial Prepayment Description	Loan Agreement
SPE	Loan Agreement
Earnout/Holdback	Loan Agreement
Ownership Interest	Title Policy
Lien Position	Title Policy
Letter of Credit	Loan Agreement
TIC	Loan Agreement
Future Additional Debt Permitted (Yes/No)	Loan Agreement
Future Additional Debt Type	Loan Agreement
Future Additional Debt Description	Loan Agreement
Loan Purpose	Closing Statement

Exhibit 2 to Attachment A
Page 5 of 6

Notes:

1. For the purpose of comparing the:

a. Address,

b. City and

c. State

characteristics, the Depositor instructed us to ignore differences that are caused by standard postal abbreviations.

2. 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.

3. 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.

4. For the purpose of comparing the “First Mortgage Interest Rate” characteristic, the Depositor instructed us to use the weighted average of all the interest rates for each “Note” (as described in the loan agreement Source Document), weighted by the original principal balance of those Notes, all as shown in the loan agreement Source Document.

5. For the purpose of comparing the “Lockbox Type” characteristic, the Depositor instructed us to use “Hard” for the “Lockbox Type” characteristic if the applicable Source Document requires all tenants to remit all payments due under their respective leases directly to a lockbox account controlled by the lenders.

6. For the purpose of comparing the “Cash Management” characteristic, the Depositor instructed us to use “Springing” for the “Cash Management” characteristic if:

a. Prior to the occurrence of an event of default or one or more specific trigger events described in the applicable Source Document, 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, revenue in the lockbox account is transferred to a cash management account controlled by the lenders, and the funds are used to pay monthly debt service and reserve payments, as described in the applicable Source Document.

7. For the purpose of comparing the “Prepayment Provision” characteristic, the Depositor instructed us to assume that the entire “Loan” (as described in the loan agreement Source Document) has been securitized.

Exhibit 2 to Attachment A
Page 6 of 6

Notes: (continued)

8. For the purpose of comparing the “Lockout Expiration Date” characteristic, the Depositor instructed us to use the day prior to the first “Payment Day” in the defeasance or yield maintenance period, as described in the applicable Source Document.

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 Number

Property Name

Mortgage Loan Seller

Properties per Loan

Appraisal Value As Is/ Stabilized

2015 Occupancy

2015 Occupancy Date

2016 Occupancy

2016 Occupancy Date

2017 Occupancy

2017 Occupancy Date

2018 Occupancy

2018 Occupancy Date

Most Recent Rent Roll Date

Property Manager

Cut-off Trust Loan Amount

Cut-off Companion Loan Amount

% of Total Cut-off Date Pool Balance

Cut-off A Note Balance

Cut-off B Note Balance

Cut-off Trust A Note Balance

Cut-off Trust B Note Balance

Date of Seismic Report

PML (%)

Date of Phase II Report (if applicable)

Environmental Insurance (Y/N)

Earnout/Holdback Description

Sponsor

Guarantor

Related Principal

Ground Lease Expiration Date

Ground Lease Extension Options

Existing Additional Debt (Yes/No)

Existing Additional Debt Amount

Existing Additional Debt Description

Master

Primary

EU RR Reporting Admin Fee

Cert Admin Fee Rate

CREFC Fee Rate

Sub Servicer Fee Rate

Sub Serviced (Y/N)

Sub Servicer Name

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