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) [_]

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

Central Index Key Number of depositor: 0001013611  

SFO Commercial Mortgage Trust 2021-555

(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

Kunal K. Singh, (212) 834-5467

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

contact in connection with this filing

INFORMATION TO BE INCLUDED IN THE REPORT

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 an agreed-upon procedures report, dated April 23, 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.

Attached as Exhibit 2 hereto is an underwriting information comparison agreed-upon procedures report, dated April 23, 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.

Date: April 23, 2021	J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
	By:	/s/ Kunal K. Singh
		Name: Kunal K. Singh
		Title: President and Chief Executive Officer

 

Exhibit 1     Agreed-upon procedures report, dated April 23, 2021, of Ernst & Young LLP.

Exhibit 2     Underwriting information comparison agreed-upon procedures report, dated April 23, 2021, of Ernst & Young LLP.

EX-1

Exhibit 1

 

SFO Commercial Mortgage Trust 2021-555

Commercial Mortgage Pass-Through Certificates, Series 2021-555

 

Report To:

J.P. Morgan Chase Commercial Mortgage Securities Corp.

JPMorgan Chase Bank, National Association

J.P. Morgan Securities LLC

Drexel Hamilton, LLC

Academy Securities, Inc.

 

23 April 2021

 

 

 

     

Ernst & Young LLP 5 Times Square New York, NY 10036   Tel: +1 212 773 3000 ey.com

 

 

Report of Independent Accountants on Applying Agreed-Upon Procedures

 

 

J.P. Morgan Chase Commercial Mortgage Securities Corp. JPMorgan Chase Bank, National Association J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179	Academy Securities, Inc. 140 East 45th Street, 5th Floor New York, New York 10017
Drexel Hamilton, LLC 77 Water Street New York, New York 10005

 

Re: SFO Commercial Mortgage Trust 2021-555 (the “Issuing Entity”)
Commercial Mortgage Pass-Through Certificates, Series 2021-555 (the “Certificates”)

 

 

We have performed the procedures enumerated in Attachment A, which were agreed to by the addressees of this report (the “Specified Parties”), solely to assist the Specified Parties in evaluating the accuracy of certain information with respect to the Mortgage Loan (as defined herein) relating to the Issuing Entity’s securitization transaction. This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of the procedures is solely the responsibility of the Specified Parties. Consequently, we make no representation regarding the sufficiency of the procedures described in Attachment A, either for the purpose for which this report has been requested or for any other purpose.

 

The procedures performed and our associated findings are included in Attachment A.

 

For the purpose of the procedures described in this report, J.P. Morgan Chase Commercial Mortgage Securities Corp. (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 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 2

 

The procedures included in Attachment A were limited to comparing or recalculating certain information that is further described in Attachment A. The Depositor is responsible for the Data Files, Source Documents, Compared Characteristics, Recalculated Characteristics, Provided Characteristics, Draft Preliminary Offering Circular and the determination of the instructions, assumptions and methodologies that are described herein. We were not requested to perform, and we have not performed, any procedures other than those listed in Attachment A with respect to the Data Files. We have not verified, and we make no representation as to, the accuracy, completeness or reasonableness of the Source Documents, Provided Characteristics, Draft Preliminary Offering Circular or any other information provided to us by the Depositor upon which we relied in forming our findings. Accordingly, we make no representation and express no opinion or conclusion as to: (a) the existence of the Mortgage Loan, (b) questions of legal or tax interpretation or (c) the accuracy, completeness or reasonableness of any instructions, assumptions and methodologies provided to us by the Depositor that are described in this report. We undertake no responsibility to update this report for events and circumstances occurring after the date hereof.

 

We were not engaged to, and did not, conduct an examination to express an opinion or a review to express a conclusion in accordance with attestation standards established by the American Institute of Certified Public Accountants on any of the items referred to herein. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.

 

The agreed-upon procedures described in this report were not performed for the purpose of:

a. Satisfying any criteria for due diligence published by a nationally recognized statistical rating organization (a “rating agency”) or

b. Making any findings with respect to:

i. Whether the origination of the Mortgage Loan conformed to, or deviated from, stated underwriting or credit extension guidelines, standards, criteria, or other requirements,

ii. The value of the collateral securing the Mortgage Loan,

iii. Whether the originator(s) of the Mortgage Loan complied with federal, state or local laws or regulations or

iv. Any other factor or characteristic of the Mortgage Loan that would be material to the likelihood that the issuer of the Certificates will pay interest and principal in accordance with applicable terms and conditions.

 

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

 

/s/ Ernst & Young LLP

 

23 April 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 a componentized promissory note evidencing a two-year (subject to five, one-year extension options), floating rate, interest-only loan (the “Mortgage Loan”) and

b. The Mortgage Loan is secured by, among other things, a first priority mortgage lien on the borrower’s fee simple interest in an office and retail campus located in San Francisco, California (the “Property”).

 

Procedures performed and our associated findings

 

1. The Depositor provided us with:

a. An electronic data file (the “Preliminary Data File”) that the Depositor indicated contains information relating to the Mortgage Loan and Property that is expected to be as of 10 May 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.

 

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 Items 1. and 2. above, we received from the Depositor:

a. An electronic data file (the “Final Data File,” which together with the Preliminary Data File comprise the Data Files) that the Depositor indicated contains information relating to the Mortgage Loan and Property as of the Reference Date and

b. Record layout and decode information relating to the information on the Final Data File.

 

Using information on the:

a. Final Data File and

b. Updated Data File,

we compared each Compared Characteristic listed on Exhibit 2 to Attachment A, as shown on the Final Data File, to the corresponding information on the Updated Data File and found such information to be in agreement.

 

4. Using the “First Payment 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 Payment Date,

b. Initial Maturity Date and

c. Extended Maturity Date,

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

i. Original Mortgage Loan Term (Excluding Extensions) and

ii. Original Mortgage Loan Term (Including Extensions)

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,

b. Original Mortgage Loan Term (Excluding Extensions) and

c. Original Mortgage Loan Term (Including Extensions),

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

i. Remaining Mortgage Loan Term to Maturity (Excluding Extensions) and

ii. Remaining Mortgage Loan Term to Maturity (Including Extensions)

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 3 of 5

 

7. The applicable Source Document(s) indicate that the Mortgage Loan is interest-only for its entire term, including during the extension period options. Based on this information, the Depositor instructed us to:

a. Use “0” for the:

i. Original Mortgage Loan Amortization Term (Excluding Extensions),

ii. Remaining Mortgage Loan Amortization Term (Excluding Extensions) and

iii. Remaining Mortgage Loan Amortization Term (Including Extensions)

of the Mortgage Loan,

b. Use the “Original Mortgage Loan Term (Excluding Extensions),” as shown on the Final Data File, for the “Mortgage Loan IO Period” of the Mortgage Loan and

c. Use the “Original Mortgage Loan Balance,” as shown on the Final Data File, for the:

i. Principal balance of the Mortgage Loan as of the Reference Date (the “Cut-off Date Mortgage Loan Balance”) and

ii. Principal balance of the Mortgage Loan as of the “Initial Maturity Date” of the Mortgage Loan (the “Maturity Date Mortgage Loan Balance”).

 

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

 

8. Using the:

a. Mortgage Loan Margin,

b. LIBOR Floor,

c. LIBOR Rounding Methodology and

d. LIBOR Cap,

as shown on the Final Data File, and a LIBOR assumption of 0.11000% provided by the Depositor, we recalculated the:

i. Mortgage Loan Interest Rate (At Assumed LIBOR) and

ii. 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.

 

9. Using the:

a. Original Mortgage Loan Balance,

b. Mortgage Loan Interest Rate (At Assumed LIBOR),

c. Mortgage Loan Interest Rate (At LIBOR Cap) and

d. Accrual Basis,

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. Annual Mortgage Loan Debt Service,

ii. Monthly Mortgage Loan Debt Service,

iii. Annual Mortgage Loan Debt Service @ Cap and

iv. Monthly Mortgage Loan Debt Service @ 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. (continued)

 

For the purpose of this procedure, the Depositor instructed us to recalculate the “Annual Mortgage Loan Debt Service” of the Mortgage Loan as the product, rounded to two decimal places, of:

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

b. The “Mortgage Loan Interest Rate (At Assumed LIBOR),” as shown on the Final Data File, and

c. 365/360.

 

For the purpose of this procedure, the Depositor instructed us to recalculate the “Monthly Mortgage Loan Debt Service” of the Mortgage Loan as 1/12^th of the “Annual Mortgage Loan Debt Service.”

 

For the purpose of this procedure, the Depositor instructed us to recalculate the “Annual Mortgage Loan Debt Service @ Cap” of the Mortgage Loan as the product, rounded to two decimal places, of:

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

b. The “Mortgage Loan Interest Rate (At LIBOR Cap),” as shown on the Final Data File, and

c.           365/360.

 

For the purpose of this procedure, the Depositor instructed us to recalculate the “Monthly Mortgage Loan Debt Service @ Cap” of the Mortgage Loan as 1/12^th of the “Annual Mortgage Loan Debt Service @ Cap.”

 

10. Using the:

a. Cut-off Date Mortgage Loan Balance,

b. Maturity Date Mortgage Loan Balance,

c. Annual Mortgage Loan Debt Service,

d. Annual Mortgage Loan Debt Service @ Cap,

e. As-Is Appraised Value,

f. Underwritten In-Place NOI,

g. Underwritten In-Place NCF and

h. 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. Mortgage Loan Cut-Off Date LTV,

ii. Mortgage Loan Maturity Date LTV,

iii. Mortgage Loan Underwritten As-Is NOI DY,

iv. Mortgage Loan Underwritten As-Is NCF DY,

v. Mortgage Loan Underwritten As-Is NOI DSCR,

vi. Mortgage Loan Underwritten As-Is NCF DSCR,

vii. Mortgage Loan Underwritten As-Is NOI DSCR @ Cap,

viii. Mortgage Loan Underwritten As-Is NCF DSCR @ Cap and

ix. Cut-off Date Mortgage Loan Balance Per SF

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 5 of 5

 

10. (continued)

 

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

a. Round the characteristics listed in i. through iv. above to the nearest 1/10^th of one percent and

b. Round the characteristics listed in v. through viii. above to two decimal places.

 

11. Using the:

a. Units,

b. SF1,

c. SF2,

d. SF3,

e. SF4 and

f. SF5,

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

i. Space Pct 1,

ii. Space Pct 2,

iii. Space Pct 3,

iv. Space Pct 4 and

v. Space Pct 5

of the 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:

a. Master Servicer and

b. Primary Servicer,

as shown on the Final Data File, we recalculated the “Servicing Fee” 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.

 

13. Using the:

a. Servicing Fee,

b. Trustee Fee,

c. Operating Advisor Fee and

d. CREFC Fee,

as shown on the Final Data File, we recalculated the “Total Admin Fee” 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.

 

14. Using the:

a. Total Admin Fee and

b. Mortgage Loan Margin,

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

 

     

Exhibit 1 to Attachment A

Source Documents

 

Mortgage Loan Source Documents

 

Source Document Title	Source Document Date
Mortgage Loan Agreement (see Note 1)	22 April 2021
Interest Rate Cap Bid Package (see Note 1)	12 April 2021

 

Property Source Documents

 

Source Document Title	Source Document Date
Appraisal Report	19 April 2021
Engineering Report	26 March 2021
Phase I Environmental Report	25 March 2021
Seismic Report	26 March 2021
Underwriter’s Summary Report	Not Dated
Underwritten Rent Roll	1 February 2021
Management Agreement	1 March 2006
Management Agreement Amendments	Various
Lease Agreements	Various
Lease Estoppels	Various
Lease Abstracts	Various
Title Policy	Not Dated
Campus Capital Expenditures Summary	Not Dated
CoStar Market and Submarket Reports	Various

Note:

 

1. The indicated Source Document(s) that were provided to us by the Depositor are draft document(s). For the purpose of the procedures described in this report, the Depositor instructed us to treat the indicated Source Document(s) as fully executed.

     

Exhibit 2 to Attachment A
Page 1 of 5

Compared Characteristics and Source Documents

 

Property Information:

 

Characteristic	Source Document(s)
Street Address (see Note 1)	Appraisal Report
City (see Note 1)	Appraisal Report
State / Province (see Note 1)	Appraisal Report
Zip Code	Appraisal Report
Property Type	Appraisal Report
Property Sub Type	Appraisal Report
Class	Appraisal Report
Year Built	Appraisal Report
Units	Underwritten Rent Roll
Unit Type	Underwritten Rent Roll
Occupancy %	Underwritten Rent Roll
Occupancy Date	Underwritten Rent Roll

 

Third Party Information:

 

Characteristic	Source Document(s)
As-Is Appraised Value	Appraisal Report
Appraisal Cap Rate	Appraisal Report
Appraisal Firm	Appraisal Report
Appraisal (Valuation Date)	Appraisal Report
Environmental Firm	Phase I Environmental Report
Phase I Date	Phase I Environmental Report
Engineering Firm	Engineering Report
Engineering Report Date	Engineering Report
Seismic Zone	Engineering Report
Seismic Date	Seismic Report
Seismic Firm	Seismic Report
Seismic PML %	Seismic Report

 

Major Tenant Information: (see Note 2)

 

Characteristic	Source Document(s)
Tenant Name 1	Underwritten Rent Roll
SF1	Underwritten Rent Roll
Tenant Lease Expiration Date 1	Underwritten Rent Roll
Tenant Name 2	Underwritten Rent Roll
SF2	Underwritten Rent Roll

     

Exhibit 2 to Attachment A
Page 2 of 5

 

Major Tenant Information: (continued)

 

Characteristic	Source Document(s)
Tenant Lease Expiration Date 2	Underwritten Rent Roll
Tenant Name 3	Underwritten Rent Roll
SF3	Underwritten Rent Roll
Tenant Lease Expiration Date 3	Underwritten Rent Roll
Tenant Name 4	Underwritten Rent Roll
SF4	Underwritten Rent Roll
Tenant Lease Expiration Date 4	Underwritten Rent Roll
Tenant Name 5	Underwritten Rent Roll
SF5	Underwritten Rent Roll
Tenant Lease Expiration Date 5	Underwritten Rent Roll

 

Underwriting Information: (see Note 3)

 

Characteristic	Source Document(s)
2017 Effective Gross Income	Underwriter’s Summary Report
2017 Expense Total	Underwriter’s Summary Report
2017 NOI	Underwriter’s Summary Report
2018 Effective Gross Income	Underwriter’s Summary Report
2018 Expense Total	Underwriter’s Summary Report
2018 NOI	Underwriter’s Summary Report
2019 Effective Gross Income	Underwriter’s Summary Report
2019 Expense Total	Underwriter’s Summary Report
2019 NOI	Underwriter’s Summary Report
TTM Date	Underwriter’s Summary Report
TTM Effective Gross Income	Underwriter’s Summary Report
TTM Expense Total	Underwriter’s Summary Report
TTM NOI	Underwriter’s Summary Report
Underwritten In-Place Effective Gross Income	Underwriter’s Summary Report
Underwritten In-Place Expense Total	Underwriter’s Summary Report
Underwritten In-Place NOI	Underwriter’s Summary Report
Underwritten In-Place Replacement Reserves	Underwriter’s Summary Report
Underwritten In-Place TI/LC	Underwriter’s Summary Report
Underwritten In-Place NCF	Underwriter’s Summary Report
Underwritten In-Place Economic Occupancy	Underwriter’s Summary Report

 

Reserve and Escrow Information:

 

Characteristic	Source Document(s)
Upfront Required Repairs	Mortgage Loan Agreement
Initial Tax Reserve	Mortgage Loan Agreement
Monthly Tax Reserve	Mortgage Loan Agreement
Tax Reserve Cap	Mortgage Loan Agreement

     

Exhibit 2 to Attachment A
Page 3 of 5

Reserve and Escrow Information:

 

Characteristic	Source Document(s)
Initial Insurance Reserve	Mortgage Loan Agreement
Monthly Insurance Reserve	Mortgage Loan Agreement
Insurance Reserve Cap	Mortgage Loan Agreement
Initial Replacement Reserves	Mortgage Loan Agreement
Monthly Replacement Reserves	Mortgage Loan Agreement
Replacement Reserves Cap	Mortgage Loan Agreement
Initial Rollover Reserve	Mortgage Loan Agreement
Monthly Rollover Reserve	Mortgage Loan Agreement
Rollover Reserve Cap	Mortgage Loan Agreement
Initial Free Rent Reserve	Mortgage Loan Agreement
Monthly Free Rent Reserve	Mortgage Loan Agreement
Monthly Free Rent Reserve Cap	Mortgage Loan Agreement
Other Reserve Monthly Deposit	Mortgage Loan Agreement
Other Reserve Cap	Mortgage Loan Agreement

 

Mortgage Loan Information: 

 

Characteristic	Source Document(s)
Borrower Entities	Mortgage Loan Agreement
Original Mortgage Loan Balance	Mortgage Loan Agreement
First Payment Date	Mortgage Loan Agreement
Initial Maturity Date	Mortgage Loan Agreement
Extended Maturity Date	Mortgage Loan Agreement
Payment Date	Mortgage Loan Agreement
Extension Options	Mortgage Loan Agreement
Extension Description	Mortgage Loan Agreement
Extension Test Description	Mortgage Loan Agreement
Extension Spread Increase (Yes/No)	Mortgage Loan Agreement
First Extension Spread Increase	Mortgage Loan Agreement
Second Extension Spread Increase	Mortgage Loan Agreement
Third Extension Spread Increase	Mortgage Loan Agreement
Fourth Extension Spread Increase	Mortgage Loan Agreement
Fifth Extension Spread Increase	Mortgage Loan Agreement

 

     

Exhibit 2 to Attachment A
Page 4 of 5

 

Mortgage Loan Information: (continued)

 

Characteristic	Source Document(s)
First Extension Fee	Mortgage Loan Agreement
Second Extension Fee	Mortgage Loan Agreement
Third Extension Fee	Mortgage Loan Agreement
Fourth Extension Fee	Mortgage Loan Agreement
Fifth Extension Fee	Mortgage Loan Agreement
Payment Grace Period Event of Default	Mortgage Loan Agreement
Payment Grace Period Event of Late Fee	Mortgage Loan Agreement
Balloon Grace Period Event of Default	Mortgage Loan Agreement
Balloon Grace Period Event of Late Fee	Mortgage Loan Agreement
Interest Accrual Period Start	Mortgage Loan Agreement
Interest Accrual Period End	Mortgage Loan Agreement
Interest Rate Adjustment Frequency	Mortgage Loan Agreement
LIBOR Rounding Methodology	Mortgage Loan Agreement
LIBOR Lookback Days	Mortgage Loan Agreement
LIBOR Floor	Mortgage Loan Agreement
LIBOR Cap	Interest Rate Cap Bid Package
Extension Term LIBOR CAP	Mortgage Loan Agreement
LIBOR Cap Expiration Date	Interest Rate Cap Bid Package
Rate Type	Mortgage Loan Agreement
Amortization Type	Mortgage Loan Agreement
Accrual Basis	Mortgage Loan Agreement
Prepayment String	Mortgage Loan Agreement
Partial Prepayments Allowed	Mortgage Loan Agreement
Future Funding Provisions	Mortgage Loan Agreement
Partial Release Permitted	Mortgage Loan Agreement
LockBox (Y/N)	Mortgage Loan Agreement
LockBox Type (see Note 4)	Mortgage Loan Agreement
Cash Management (see Note 5)	Mortgage Loan Agreement
Springing Conditions	Mortgage Loan Agreement
Single Asset Entity	Mortgage Loan Agreement
Single Purpose Entity	Mortgage Loan Agreement
Additional Debt Permitted	Mortgage Loan Agreement
Ownership Interest	Title Policy

     

Exhibit 2 to Attachment A
Page 5 of 5

 

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 “Major Tenant Information” characteristics, the Depositor instructed us to combine multiple spaces leased by the same tenant, and for those tenants with multiple lease expirations, to use the lease expiration date associated with the space which has the largest square footage, as shown in the applicable Source Document(s).

 

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 “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 to pay rents directly to a lockbox account controlled by the lender(s).

 

5. 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).

 

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

No.

Property No.

Property Name

Property Count

Percentage of Cut-Off Date Mortgage Loan Balance

Origination Date

Mortgage Loan Margin

Loan Purpose

Appraised Value Description

Year Renovated

LIBOR Cap Provider

LIBOR Cap provider rating (M/S&P/F)

Ground Lease? (Y/N)

Ground Lease Expiration Date

Ground Lease Extension Terms

Annual Ground Lease Payment

Ground Lease Escalation Terms

Non-Consolidation Letter

Other Reserve Type

Other Reserve Initial Deposit

Guarantor

Sponsors

Additional Debt Type

Master Servicer

Primary Servicer

Trustee Fee

Operating Advisor Fee

CREFC Fee

 

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

 

EX-2

Exhibit 2

SFO Commercial Mortgage Trust 2021-555

Commercial Mortgage Pass-Through Certificates, Series 2021-555

Report To:

J.P. Morgan Chase Commercial Mortgage Securities Corp.
JPMorgan Chase Bank, National Association

23 April 2021

 

Ernst & Young LLP 5 Times Square New York, NY 10036 Tel: +1 212 773 3000 ey.com

Report of Independent Accountants on Applying Agreed-Upon Procedures

J.P. Morgan Chase Commercial Mortgage Securities Corp.

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Re: SFO Commercial Mortgage Trust 2021-555 (the “Issuing Entity”)
Commercial Mortgage Pass-Through Certificates, Series 2021-555 (the “Certificates”)

We have performed the procedures enumerated in Attachment A, which were agreed to by the addressees of this report (the “Specified Parties”), solely to assist the Specified Parties in evaluating the accuracy of certain information with respect to the Mortgage Loan (as defined herein) relating to the Issuing Entity’s securitization transaction. This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of the procedures is solely the responsibility of the Specified Parties. Consequently, we make no representation regarding the sufficiency of the procedures described in Attachment A, either for the purpose for which this report has been requested or for any other purpose.

The procedures performed and our associated findings are included in Attachment A.

For the purpose of the procedures described in this report, JPMorgan Chase Bank, National Association (“JP Morgan”), on behalf of J.P. Morgan Chase Commercial Mortgage Securities Corp. (the “Depositor”), provided us with:

a. Certain electronic data files (the “Borrower Operating Statement Data Files”) prepared by the Mortgage Loan borrower(s) containing revenue and expense information relating to the historical three year period (the “Historical 3 Year Period”) and most recent trailing twelve month period (the “TTM Period,” together with the Historical 3 Year Period, the “Historical Periods”) for the Collateral Property (as defined herein) that secures the Mortgage Loan,

b. An electronic file containing JP Morgan’s calculation of the physical occupancy rate for the Historical Periods (the “Historical Occupancy File”) for the Collateral Property that secures the Mortgage Loan,

c. The borrower budget (the “Borrower Budget”) prepared by the Mortgage Loan borrower(s) for the Collateral Property that secures the Mortgage Loan,

d. An asset summary report (the “ASR”),

e. The most recent electronic borrower rent roll file (the “Borrower Rent Roll File”) for the Collateral Property that secures the Mortgage Loan,

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f. The lease agreements (the “Leases”) relating to the tenants at the Collateral Property that secures the Mortgage Loan,

g. An underwritten rent roll (the “Underwritten Rent Roll”) for the Collateral Property that secures the Mortgage Loan,

h. An electronic underwriting file (the “Underwriting File”) prepared by JP Morgan containing:

i. The revenue and expense information for the Historical Periods and

ii. The underwritten revenue and expense information for the underwritten period (the “Underwritten Period”)

for the Collateral Property that secures the Mortgage Loan,

i. Instructions, assumptions and methodologies (the “Underwriting Instructions and Adjustments”) used to prepare the information on the ASR, Underwritten Rent Roll and/or Underwriting File, which were included as footnotes to the Underwriting File and/or were separately provided in e-mail or other written correspondence from JP Morgan and

j. Instructions, assumptions and methodologies, which are described in Attachment A.

For the purpose of the procedures described in this report, the Borrower Operating Statement Data Files, Historical Occupancy File, Borrower Budget, Borrower Rent Roll File and Leases are hereinafter collectively referred to as the “Source Documents.”

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 Source Documents, ASR, Underwritten Rent Roll, Underwriting File, Underwriting Instructions and Adjustments 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 ASR (as applicable), Underwritten Rent Roll or Underwriting File. We have not verified, and we make no representation as to, the accuracy, completeness or reasonableness of the Source Documents, ASR (as applicable), Underwritten Rent Roll, Underwriting Instructions and Adjustments or any other information provided to us, or that we were instructed to obtain, as applicable, by JP Morgan, on behalf of the Depositor, upon which we relied in forming our findings. We performed no procedures to compare any information contained in any Source Document or ASR (as applicable) to any information contained in any other Source Document or ASR (as applicable). Accordingly, we make no representation and express no opinion or conclusion as to: (a) the existence of the Mortgage Loan, (b) the ability of any Mortgage Loan borrower(s) to repay the Mortgage Loan, (c) questions of legal or tax interpretation or (d) the accuracy, completeness or reasonableness of any instructions, assumptions and methodologies provided to us by the Depositor or JP Morgan, on behalf of 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.

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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. The value of the collateral securing the Mortgage Loan,

ii. Whether the originator(s) of the Mortgage Loan complied with federal, state or local laws or regulations or

iii. Any other factor or characteristic of the Mortgage Loan that would be material to the likelihood that the issuer of the Certificates will pay interest and principal in accordance with applicable terms and conditions.

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

/s/ Ernst & Young LLP

23 April 2021

  Attachment A
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Background

For the purpose of the procedures described in this report, the Depositor indicated that the assets of the Issuing Entity will primarily consist of a floating rate commercial mortgage loan (the “Mortgage Loan”) secured by a first priority mortgage lien on a commercial property (the “Collateral Property”).

Procedures performed and our associated findings

Operating Statement Comparison and Recalculation Procedures

1. Using:

a. Information on the Borrower Operating Statement Data Files and

b. The Underwriting Instructions and Adjustments

for the Mortgage Loan, we compared, or recalculated and compared:

i. The effective gross revenue or total revenues,

ii. Total expenses and

iii. Net operating income or net cash flow

for the Historical Periods that is shown in the Source Document(s) listed above (as applicable) to the corresponding information on the Underwriting File. We provided JP Morgan a list of any differences that were found (subject to the instruction(s) provided by the Depositor described below).

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

a. Omit non-cash and non-recurring revenues and expenses that are shown on the Borrower Operating Statement Data Files from the comparison of the information that is shown on the Underwriting File and

b. Use a materiality threshold of +/- 3%, calculated as a percentage of the value as shown in the Source Document(s) listed above (as applicable), which is also below $10,000.

Historical Occupancy Comparison Procedures

2. Using information on the Historical Occupancy File for the Mortgage Loan, we compared the physical occupancy rate for the Historical Periods on the Historical Occupancy File to the corresponding physical occupancy rate on the Underwriting File. We provided JP Morgan a list of any differences that were found (subject to the instruction(s) provided by the Depositor described below).

For the purpose of this procedure, the Depositor instructed us to use an absolute materiality threshold of +/- 0.5%.

  Attachment A
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Supporting Expense Comparison and Recalculation Procedures

3. Using information in the Borrower Budget for the Mortgage Loan, we compared the tax expense and insurance expense amounts for the Underwritten Period, as shown in the Source Document(s) listed above (as applicable), to the corresponding information on the Underwriting File. We provided JP Morgan a list of any differences that were found (subject to the instruction(s) provided by the Depositor described below).

For the purpose of this procedure, the Depositor instructed us to only identify differences where the tax expense and insurance expense amounts in the Source Document(s) listed above (as applicable) exceeded a -5% and -$10,000 variance from the corresponding amounts on the Underwriting File that were not explained in the Underwriting Instructions and Adjustments.

Lease Expiration and Termination Comparison Procedures

4. Using:

a. Information in the Leases and

b. Information on the Borrower Rent Roll File

for the Collateral Property that secures the Mortgage Loan, we compared:

i. The lease expiration date only for the tenants (ordered, from largest to smallest, by the underwritten base rent revenue of each tenant) that comprise 80% of the aggregate underwritten base rent revenue (a maximum of ten tenants), as shown on the Underwritten Rent Roll, at the Collateral Property that secures the Mortgage Loan and

ii. The lease early termination options for the ten largest tenants (by underwritten base rent revenue) at the Collateral Property that secures the Mortgage Loan,

all as shown in the Source Document(s) listed above (as applicable), to the corresponding information on the Underwritten Rent Roll (or ASR if the lease early termination options are not shown on the Underwritten Rent Roll). We provided JP Morgan a list of any differences that were found (subject to the instruction(s) provided by the Depositor described below).

For the purpose of the lease expiration date comparison procedures, the Depositor instructed us to use a materiality threshold of +/- 90 days.

  Attachment A
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Underwritten Cashflow Comparison and Recalculation Procedures

5. Using:

a. Information on the Underwriting File,

b. Information in the Source Documents,

c. Information in the ASR,

d. Information on the Underwritten Rent Roll and

e. The Underwriting Instructions and Adjustments

for the Mortgage Loan, we recalculated and compared the underwritten revenue and expense line items on the Underwriting File. We provided JP Morgan a list of any differences that were found (subject to the instruction(s) provided by the Depositor described below).

For the purpose of this procedure, the Depositor instructed us to use a materiality threshold for each underwritten revenue and expense line item of +/- 3%, calculated as a percentage of the value as shown on the Underwriting File, which is also below $25,000.

6. Subsequent to the performance of the procedures described in the preceding Items, JP Morgan, on behalf of the Depositor, provided us with an updated ASR, Underwritten Rent Roll and Underwriting File, as applicable, for the Mortgage Loan, which in certain cases included updated Underwriting Instructions and Adjustments. As instructed by the Depositor, we compared the results of the recalculations or comparisons for the Mortgage Loan that are described in the preceding Items to the corresponding information on the updated ASR, Underwritten Rent Roll or Underwriting File, as applicable. All such compared information was in agreement. Attached as Exhibit 1 to Attachment A is a schedule for the Mortgage Loan (the “AUP Findings Schedule”), which contains the primary Source Documents for the Mortgage Loan that were used to perform the procedures described in the preceding Items above and the results of the comparison procedures described in the preceding two sentences of this Item.

Exhibit 1 to Attachment A

AUP Findings Schedule

SFO 2021-555
	The following Items 1. to 5. refer to the procedures described in Attachment A:
	Item	Description of the Procedures	Primary Source Document(s) Used	Findings
		OPERATING STATEMENT COMPARISON AND RECALCULATION PROCEDURES
	1	Compare, or recalculate and compare, the (i) effective gross revenue or total revenues, (ii) total expenses and (iii) net operating income or net cash flow information on the Borrower Operating Statement Data Files for the Historical Periods to the corresponding information on the Underwriting File.  Identify any variance above a 3% and $10,000 threshold.	Borrower Operating Statement Data Files and Underwriting Instructions and Adjustments	No Exceptions Noted
		HISTORICAL OCCUPANCY COMPARISON PROCEDURES
	2	Compare the physical occupancy rate for the Historical Periods on the Historical Occupancy File to the physical occupancy rates on the Underwriting File.  Identify any variance above a 0.5% threshold.	Historical Occupancy File	No Exceptions Noted
		SUPPORTING EXPENSE COMPARISON AND RECALCULATION PROCEDURES
	3	Compare the tax expense and insurance expense amounts on the Borrower Budget to the corresponding amounts for the Underwritten Period on the Underwriting File.  Identify any variance above a -5% and -$10,000 threshold.	Borrower Budget	No Exceptions Noted
		LEASE EXPIRATION AND TERMINATION COMPARISON PROCEDURES
	4	Compare the lease expiration date  (only for the tenants (ordered by underwritten base rent revenue of each tenant) that comprise 80% of the aggregate underwritten base rent revenue) with a maximum of ten tenants and lease early termination options (for the top ten tenants by underwritten base rent revenue) that are shown in the Leases or Borrower Rent Roll File to the corresponding information on the Underwritten Rent Roll (or ASR if the lease early termination options are not shown on the Underwritten Rent Roll).  Identify any variance above a 90-day threshold.	Borrower Rent Roll File and Leases	No Exceptions Noted
		UNDERWRITTEN CASHFLOW COMPARISON AND RECALCULATION PROCEDURES
	5	Using the information on the Underwriting File, Source Documents, ASR, Underwritten Rent Roll and the Underwriting Instructions and Adjustments (footnotes), recalculate the underwritten revenue and expense line items that are shown on the Underwriting File.  Identify any variance above a 3% and $25,000 threshold.	Underwriting File, Source Documents, ASR, Underwritten Rent Roll and Underwriting Instructions and Adjustments	No Exceptions Noted
	**N/A: Not Applicable