EX-99.1 2 d698706dex991.htm EX-99.1 EX-99.1
Exhibit 99.1

 

 
Freddie Mac
Structured Pass-Through Certificates (SPCs) Series K-088

FREMF 2019-K88 Mortgage Trust
Multifamily Mortgage Pass-Through Certificates, Series 2019-K88


Report To:

Federal Home Loan Mortgage Corporation
Banc of America Merrill Lynch Commercial Mortgage Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated

20 February 2019








Report of Independent Accountants on Applying Agreed-Upon Procedures


Federal Home Loan Mortgage Corporation
8200 Jones Branch Drive
McLean, Virginia 22102

Banc of America Merrill Lynch Commercial Mortgage Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
One Bryant Park
New York, New York 10036

 Re:
Freddie Mac
Structured Pass-Through Certificates (SPCs) Series K-088

FREMF 2019-K88 Mortgage Trust
Multifamily Mortgage Pass-Through Certificates, Series 2019-K88

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 Federal Home Loan Mortgage Corporation (“Freddie Mac”) and Banc of America Merrill Lynch Commercial Mortgage Inc. (the “Depositor”) with respect to certain information relating to a portfolio of mortgage loans (the “Mortgage Loans”) relating to the Freddie Mac Structured Pass‑Through Certificates (SPCs) Series K-088 and FREMF 2019-K88 Mortgage Trust Multifamily Mortgage Pass‑Through Certificates, Series 2019-K88 securitization transaction (the “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.




 
 Page 2 of 3


For the purpose of the procedures described in this report, Freddie Mac provided us with:
a.
Certain electronic data files (the “Data Files”) that are described in Attachment A,
b.
Electronic copies of the loan files for the Mortgage Loans, which contain various source documents (the “Source Documents”) relating to the Mortgage Loans and the mortgaged properties that secure the Mortgage Loans,
c.
A list of characteristics on the Data Files (the “Compared Characteristics”), which are listed on Exhibit 1 to Attachment A, that Freddie Mac 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 Freddie Mac 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 2 to Attachment A, on which Freddie Mac instructed us to perform no procedures,
f.
A draft of the preliminary information circular for the Transaction (the “Draft Preliminary Information Circular”) and
g.
Instructions, assumptions and methodologies, which are described in Attachment A.

The procedures included in Attachment A were limited to comparing or recalculating certain information that is further described in Attachment A.  Freddie Mac is responsible for the Data Files, Source Documents, Compared Characteristics, Recalculated Characteristics, Provided Characteristics, Draft Preliminary Information 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 Information Circular or any other information provided to us by Freddie Mac upon which we relied in forming our findings.  Accordingly, we make no representation and express no opinion as to: (a) the existence of the Mortgage Loans, (b) questions of legal or tax interpretation and (c) the accuracy, completeness or reasonableness of any instructions, assumptions and methodologies provided to us by Freddie Mac that are described in this report.  We undertake no responsibility to update this report for events and circumstances occurring after the date hereof.




 
 Page 3 of 3


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 conducted 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 Loans 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 Loans,

iii.
Whether the originators of the Mortgage Loans complied with federal, state or local laws or regulations or

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

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 any law or regulation.

/s/ Ernst & Young LLP

20 February 2019





 
Attachment A
Page 1 of 5


Procedures performed and our associated findings

1.
Freddie Mac provided us with:
a.
An electronic data file (the “Preliminary Data File”) that Freddie Mac indicated contains information relating to the Mortgage Loans as of 1 March 2019 (the “Cut‑Off Date”) and
b.
Record layout and decode information related to the Data Files.

For each Mortgage Loan on the Preliminary Data File, we compared the Compared Characteristics listed on Exhibit 1 to Attachment A, as shown on the Preliminary Data File, to the corresponding information in copies of the Source Documents indicated on Exhibit 1 to Attachment A, subject only to the instructions, assumptions, methodologies, qualifications and exceptions stated in the notes to Exhibit 1 to Attachment A and the next paragraph of this Item 1.

The Source Document(s) that we were instructed by Freddie Mac to use for each Compared Characteristic are indicated on Exhibit 1 to Attachment A.  Where more than one Source Document is listed for a Compared Characteristic, Freddie Mac 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 that are listed for such Compared Characteristic on Exhibit 1 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 1 to Attachment A.

2.
As instructed by Freddie Mac, 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 Freddie Mac.  The Preliminary Data File, as so adjusted, is hereinafter referred to as the “Updated Data File.”

3.
Subsequent to the procedures described in Items 1. and 2. above, Freddie Mac provided us with an electronic data file (the “Final Data File,” which together with the Preliminary Data File comprise the Data Files) that Freddie Mac indicated contains information relating to the Mortgage Loans as of the Cut-Off Date.

Using information on the:
a.
Final Data File and
b.
Updated Data File,
we compared each Compared Characteristic listed on Exhibit 1 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.



 
Attachment A
Page 2 of 5


4.
Using the:
a.
First Payment Date and
b.
Maturity Date
of each Mortgage Loan, both as shown on the Final Data File, we recalculated the “Loan Term (Original)” of each Mortgage Loan.  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, as shown on the Final Data File, and
b.
First payment date that a payment of principal and interest is due, as shown in the applicable Source Document,
of each Mortgage Loan (except for the Interest Only Loans (as defined in Note 19 of Exhibit 1 to Attachment A), which are described in the succeeding paragraph of this Item 5.), we recalculated the “IO Period” of each Mortgage Loan (except for the Interest Only Loans).  We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

For the Interest Only Loans, Freddie Mac instructed us to use the “Loan Term (Original)” value on the Final Data File for the “IO Period” characteristic.

6.
Using the “First Payment Date” of each Mortgage Loan, as shown on the Final Data File, we recalculated the “Seasoning” of each Mortgage Loan as of the Cut-Off Date.  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.
Original Loan Amount,
b.
Accrual Basis,
c.
Gross Interest Rate and
d.
Monthly Debt Service Amount (Amortizing)
of each Mortgage Loan (except for the Interest Only Loans, which are described in the succeeding paragraph of this Item 7.), all as shown on the Final Data File, and assuming each Mortgage Loan (except for the Interest Only Loans) has a fixed level monthly payment, we recalculated the “Amortization Term (Original)” of each Mortgage Loan (except for the Interest Only Loans).  We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

For the Interest Only Loans, Freddie Mac instructed us to use “0” for the “Amortization Term (Original)” characteristic.



 
Attachment A
Page 3 of 5


8.
Using the:
a.
Seasoning,
b.
IO Period and
c.
Amortization Term (Original)
of each Mortgage Loan (except for the Interest Only Loans, which are described in the succeeding paragraph of this Item 8.), all as shown on the Final Data File, we recalculated the “Amortization Term (Remaining)” of each Mortgage Loan (except for the Interest Only Loans).  We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

For the Interest Only Loans, Freddie Mac instructed us to use “0” for the “Amortization Term (Remaining)” characteristic.

9.
Using the:
a.
Seasoning and
b.
Loan Term (Original)
of each Mortgage Loan, both as shown on the Final Data File, we recalculated the “Loan Term (Remaining)” of each Mortgage 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 Loan Amount,
b.
Accrual Basis,
c.
Seasoning,
d.
IO Period,
e.
First Payment Date,
f.
Maturity Date,
g.
Gross Interest Rate and
h.
Monthly Debt Service Amount (Amortizing)
of each Mortgage Loan, all as shown on the Final Data File, we recalculated the principal balance of each Mortgage Loan as of the Cut‑Off Date (the “Cut-Off Date Loan Amount”) and as of the “Maturity Date” of each Mortgage Loan (the “Maturity Balance”), assuming all scheduled payments of principal and/or interest on the Mortgage Loans are made and that there are no prepayments or other unscheduled collections.  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, Freddie Mac instructed us to:
a.
Ignore differences of +/- $1 or less and
b.
Recalculate the “Maturity Balance” of each Mortgage Loan as the principal amount that is scheduled to be paid on the “Maturity Date” of each Mortgage Loan after the principal component (if any) that is included in the scheduled payment that is due on the “Maturity Date” is applied to the principal balance of each Mortgage Loan.



 
Attachment A
Page 4 of 5


11.
Using the “Cut-Off Date Loan Amount” of the Mortgage Loans, as shown on the Final Data File, we recalculated the “% of Cut-Off Date Pool Balance” of each Mortgage Loan.  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.
Primary Servicing Fee,
b.
Master Servicing Fee,
c.
Trustee Fee,
d.
CREFC Royalty Fee,
e.
Master Servicing Surveillance Fee and
f.
Special Servicing Surveillance Fee
of each Mortgage Loan, all as shown on the Final Data File, we recalculated the “Administration Fee Rate” of each 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.
Gross Interest Rate and
b.
Administration Fee Rate
of each Mortgage Loan, both as shown on the Final Data File, we recalculated the “Net Mortgage Interest Rate” of each 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.
Monthly Debt Service Amount (Amortizing),
b.
3rd Most Recent NCF,
c.
2nd Most Recent NCF and
d.
Most Recent NCF
of each Mortgage Loan (except for the Crossed Loan Group 1 (as defined in the succeeding paragraph of this Item 14.), which is described in the succeeding paragraph of this Item 14.), all as shown on the Final Data File, we recalculated the:
i.
3rd Most Recent DSCR (NCF),
ii.
2nd Most Recent DSCR (NCF) and
iii.
Most Recent DSCR (NCF)
of each Mortgage Loan (except for the Crossed Loan Group 1).  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, we were instructed by Freddie Mac to round each characteristic listed in i. through iii. above to two decimal places.



 
Attachment A
Page 5 of 5


14. (continued)

For the purpose of this procedure, Freddie Mac instructed us to recalculate the characteristics listed in i. through iii. above for each Mortgage Loan with “Group 1” for the “Crossed Loans” characteristic on the Final Data File (collectively, the “Crossed Loan Group 1”) by:
a.
Recalculating each characteristic listed in i. through iii. above on an individual basis for each Mortgage Loan in Crossed Loan Group 1,
b.
Recalculating the weighted average of each characteristic listed in i. through iii. above for all of the Mortgage Loans in Crossed Loan Group 1 by weighting the result of a. above for each Mortgage Loan in Crossed Loan Group 1 by the “Cut-Off Date Loan Amount” of such Mortgage Loan, as shown on the Final Data File,
c.
Rounding the result of b. above to two decimal places and
d.
Using the result of c. above as the value that is shown on the Final Data File for each Mortgage Loan in the Crossed Loan Group 1 for each characteristic listed in i. through iii. above.

15.
Using:
a.
Information on the Final Data File and
b.
The applicable calculation methodologies and assumptions that are described in the Draft Preliminary Information Circular,
we recalculated the:
i.
Cut-Off Date LTV,
ii.
Maturity LTV,
iii.
UW NCF DSCR,
iv.
UW NCF DSCR (IO) and
v.
Cut-Off Date Balance/Unit
of each 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, we were instructed by Freddie Mac to round the “Cut-Off Date LTV” and “Maturity LTV” characteristics to the nearest 1/10th of one percent and the “UW NCF DSCR” and “UW NCF DSCR (IO)” characteristics to two decimal places.

16.
Using the “Bad Boy Indemnitor / Guarantor” and “Borrower Principal” of each Mortgage Loan, both as shown on the Final Data File, we identified those Mortgage Loans that had at least one common “Bad Boy Indemnitor / Guarantor” or “Borrower Principal” (the “Related Borrower Loans”).  We compared the Related Borrower Loan information to the corresponding information on the Final Data File and found such information to be in agreement.




Exhibit 1 to Attachment A
Page 1 of 14

Compared Characteristics and Source Documents

Property Information:

Characteristic
Source Document(s)
    
Street Address
Appraisal Report, Engineering Report, USPS Website
Property City
Appraisal Report, Engineering Report, USPS Website
County
Appraisal Report, Engineering Report, USPS Website
Property State
Appraisal Report, Engineering Report
Zip Code
Appraisal Report, Engineering Report, USPS Website
Property Type
Appraisal Report
Property Subtype
Appraisal Report, Investment Brief
Year Built
Engineering Report, Appraisal Report
Year Renovated
Engineering Report, Appraisal Report
Elevator (Y/N)
Engineering Report, Appraisal Report, Physical Risk Report, Preliminary Environmental Screening Site Report
Zoning Status (see Note 1)
Zoning Summary, Appraisal Report
Management Company
Management Agreement, Loan Agreement
   
Third Party Information:

Characteristic
Source Document(s)
   
Appraisal Firm
Appraisal Report
Appraised Value (see Note 2)
Appraisal Report
Appraised Value Type (see Note 2)
Appraisal Report
Appraisal Valuation Date (see Note 2)
Appraisal Report
FIRREA Eligible (Y/N)
Appraisal Report
Engineering Firm
Engineering Report, Physical Risk Report, Preliminary Environmental Screening Site Report
Engineering Report Date (see Note 3)
Engineering Report, Physical Risk Report, Preliminary Environmental Screening Site Report
Immediate Repairs Cost Estimate (see Note 4)
Engineering Report, Physical Risk Report, Preliminary Environmental Screening Site Report
Replacement Reserves Cost Estimate per Year (see Note 5)
Engineering Report, Physical Risk Report, Preliminary Environmental Screening Site Report, Promissory Note
Environmental Firm (see Note 6)
Phase I Environmental Report, Physical Risk Report, Preliminary Environmental Screening Site Report
Phase I Environmental Report Date (see Note 6)
Phase I Environmental Report, Physical Risk Report, Preliminary Environmental Screening Site Report
Phase II Recommended (Y/N)
Phase I Environmental Report, Physical Risk Report, Preliminary Environmental Screening Site Report
Phase II Performed (Y/N) (see Note 7)
Phase II Environmental Report
Phase II Environmental Report Date (see Note 7)
Phase II Environmental Report

Exhibit 1 to Attachment A
Page 2 of 14

Third Party Information: (continued)

Characteristic
Source Document(s)
     
Environmental Cost to Cure (Phase I plus Phase II) (see Note 8)
Phase I Environmental Report, Phase II Environmental Report, Physical Risk Report, Preliminary Environmental Screening Site Report
 
Earthquake Zone 3 or 4 or PGA > 0.15g (Y/N)
Seismic Report, Engineering Report, Investment Brief, Physical Risk Report, Preliminary Environmental Screening Site Report
 
PML Report Required (Y/N) (see Note 9)
Seismic Report, Engineering Report, Investment Brief, Physical Risk Report, Preliminary Environmental Screening Site Report
 
Seismic Firm (see Note 9)
Seismic Report, Engineering Report, Investment Brief, Physical Risk Report, Preliminary Environmental Screening Site Report
 
Seismic Report Date (see Note 9)
Seismic Report, Engineering Report, Investment Brief, Physical Risk Report, Preliminary Environmental Screening Site Report
 
PML (%) (see Note 9)
Seismic Report, Engineering Report, Investment Brief, Physical Risk Report, Preliminary Environmental Screening Site Report
 

Multifamily Information: (see Note 10)

Characteristic
Source Document(s)
   
Total Units (see Note 11)
Appraisal Report, Rent Roll
Unit of Measure
Rent Roll, Appraisal Report
Monthly Rent Per Unit (see Note 12)
Rent Roll
Occupancy As of Date
Rent Roll
Occupancy % (see Note 13)
Rent Roll, Appraisal Report
Tenant Concentration Type (see Note 14)
Property Inspection and Lease Audit, Investment Brief, Appraisal Report
% of Tenant Concentration (see Note 14)
Property Inspection and Lease Audit, Investment Brief, Appraisal Report
Green Advantage
Investment Brief, Green Assessment Report
Condo Ownership (% or N/A)
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement, Investment Brief
Low Income Units
CRA Report
Very Low Income Units
CRA Report
   



Exhibit 1 to Attachment A
Page 3 of 14

Commercial Tenant Information:

Characteristic
Source Document(s)
   
# Units – Commercial
Rent Roll, Appraisal Report, Commercial Lease, Investment Brief
Amount Sq. Ft – Commercial
Rent Roll, Appraisal Report, Commercial Lease, Investment Brief
% of GPR from Commercial Rental Income
Investment Brief

Insurance Information: (see Note 15)

Characteristic
Source Document(s)
 
   
Property Insurance Coverage (Y/N)
Property Insurance Certificate, Form 1133, Multifamily Insurance Compliance Report
Terrorism Insurance (Y/N)
Property Insurance Certificate, Form 1133, Multifamily Insurance Compliance Report
Liability Insurance Coverage (Y/N)
Liability Insurance Certificate, Form 1133, Multifamily Insurance Compliance Report
Windstorm Insurance (Y or N)
Property Insurance Certificate, Form 1133, Multifamily Insurance Compliance Report
Flood Insurance (Y/N)
(see Note 16)
Property Insurance Certificate, Form 1133, Multifamily Insurance Compliance Report
Seismic Insurance if PML >=20%
(Y/N) (see Note 17)
Property Insurance Certificate, Form 1133, Multifamily Insurance Compliance Report
Environmental Insurance (Y/N)
Environmental Insurance Certificate, Multifamily Loan and Security Agreement

Underwriting Information: (see Note 10)

Characteristic
Source Document(s)
   
3rd Most Recent Financial End Date
Investment Brief
3rd Most Recent EGI
Investment Brief
3rd Most Recent Expenses
Investment Brief
3rd Most Recent NOI
Investment Brief
3rd Most Recent NCF
Investment Brief
2nd Most Recent Financial End Date
Investment Brief
2nd Most Recent EGI
Investment Brief
2nd Most Recent Expenses
Investment Brief
2nd Most Recent NOI
Investment Brief
2nd Most Recent NCF
Investment Brief
Most Recent Financial End Date
Investment Brief
Most Recent EGI
Investment Brief
Most Recent Expenses
Investment Brief




Exhibit 1 to Attachment A
Page 4 of 14

Underwriting Information: (continued)

 Characteristic  Source Document(s)
   
Most Recent NOI
Investment Brief
Most Recent NCF
Investment Brief
UW EGI
Investment Brief
UW Expenses
Investment Brief
UW NOI
Investment Brief
Underwritten Annual Reserves
Investment Brief
UW NCF
Investment Brief

Borrower/Principal Information:

Characteristic
Source Document(s)
 
   
Borrowing Entity
Promissory Note, Multifamily Loan and Security Agreement, Mortgage/Deed of Trust
Entity Type
Promissory Note, Multifamily Loan and Security Agreement, Mortgage/Deed of Trust
State of Organization
Promissory Note, Multifamily Loan and Security Agreement, Mortgage/Deed of Trust
Delaware Statutory Trust (Y/N)
Promissory Note, Multifamily Loan and Security Agreement, Mortgage/Deed of Trust
Borrower Or Principal Prior Bankruptcy (Y/N)
FRE Form 1115, Organization Chart
Single Purpose Borrowing Entity / Single Asset Borrowing Entity
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement
Tenants In Common (Y/N)
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement
Bad Boy Indemnitor / Guarantor
Guaranty Agreement, Multifamily Loan and Security Agreement
Recourse (Y/N)
Promissory Note, Guaranty Agreement, Multifamily Loan and Security Agreement
Recourse Description
Promissory Note, Guaranty Agreement
Environmental Carveout (Y/N)
Promissory Note, Guaranty Agreement
Environmental Indemnitor (Name or N/A)
Guaranty Agreement, Multifamily Loan and Security Agreement
Fraud Carveout (Y/N)
Promissory Note, Guaranty Agreement
Misapplication of Rent and Insurance Proceeds Carveout (Y/N)
Promissory Note, Guaranty Agreement
Voluntary Bankruptcy Carveout (Y/N)
Promissory Note, Guaranty Agreement
Waste Carveout (Y/N)
Promissory Note, Guaranty Agreement



Exhibit 1 to Attachment A
Page 5 of 14

Mortgage Loan Information:

 Characteristic  Source Document(s)
   
Loan Purpose (Acquisition, Refinance)
Multifamily Loan and Security Agreement, Settlement Statement, Investment Brief
Freddie Mac Loan Number
Promissory Note, Mortgage/Deed of Trust, Multifamily Loan and Security Agreement
Seller/Servicer (see Note 18)
Promissory Note, Mortgage/Deed of Trust, Multifamily Loan and Security Agreement
Note Date
Promissory Note
Original Loan Amount
Promissory Note
Gross Interest Rate
Promissory Note
Loan Amortization Type
Promissory Note
Monthly Debt Service (IO)
(see Note 19)
Promissory Note
Monthly Debt Service Amount (Amortizing) (see Note 19)
Promissory Note
First Payment Date
Promissory Note
Payment Date
Promissory Note
Maturity Date
Promissory Note
Rate Type
Promissory Note
Accrual Basis
Promissory Note
Late Charge Grace Period
Promissory Note
Prepayment Provision (see Note 20)
Promissory Note, Mortgage/Deed of Trust, Multifamily Loan and Security Agreement
Partial Defeasance Permitted (Y/N)
Promissory Note, Mortgage/Deed of Trust, Multifamily Loan and Security Agreement
Defeasance To Maturity (Y/N)
Promissory Note, Mortgage/Deed of Trust, Multifamily Loan and Security Agreement
Title Vesting (Fee/Leasehold/Both)
Title Policy
Lien Position
Title Policy
Ground Lease Rent
Ground Lease
Ground Lease Maturity Date
Ground Lease
Ground Lease Expiration Date w/ Extensions
Ground Lease
Cash Management (Description or N/A) (see Note 21)
Cash Management Agreement, Lockbox Agreement
Lockbox (Y/N) (see Note 22)
Cash Management Agreement, Lockbox Agreement
Additional Financing In Place (existing) (Y/N)
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement, Mezzanine Note, Mezzanine Loan Intercreditor Agreement, Subordinate Financing Agreement
Assumption Fee
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement




Exhibit 1 to Attachment A
Page 6 of 14

Mortgage Loan Information: (continued)

Characteristic
Source Document(s)
 
     
Additional Financing Amount (existing)
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement, Mezzanine Note, Mezzanine Loan Intercreditor Agreement, Subordinate Financing Agreement
Additional Financing Description (existing)
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement, Mezzanine Note, Mezzanine Loan Intercreditor Agreement, Subordinate Financing Agreement
Future Mezzanine Debt (Y/N)
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement
Future Supplemental Financing (Y/N)
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement
Future Supplemental Financing Description
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement
Substitution Permitted (Y/N)
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement, Substitution Agreement
Number of Properties
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement, Appraisal Report
Collateral Release Price ($ or N/A)
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement, Cross Collateralization Agreement
Crossed Loans
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement, Cross Collateralization Agreement
Release (Y or N or N/A)
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement, Cross Collateralization Agreement
Release Provisions (Description or N/A)
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement, Cross Collateralization Agreement
Independent Director (Y/N)
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement
Non-Consolidation Opinion (Y/N)
Non-Consolidation Opinion from Counsel
Primary Servicing Fee (see Note 23)
Exhibit A to Commitment Letter, Early Rate Lock Application

Reserve/Escrow Information: (see Notes 10 and 24)

Characteristic
Source Document(s)
   
Tax Escrow - Current Balance ($ or N/A)
Servicing Tape



Exhibit 1 to Attachment A
Page 7 of 14

Reserve/Escrow Information: (continued)

Characteristic
Source Document(s)
 
   
Tax Escrow (Initial)
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement, Escrow Agreement, List of All Escrow Accounts Held, Settlement Statement, Servicing Tape
Tax Escrow (Monthly)
Servicing Tape
Insurance Escrow - Current Balance ($ or N/A)
Servicing Tape
Insurance Escrow (Initial)
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement, Escrow Agreement, List of All Escrow Accounts Held, Settlement Statement, Servicing Tape
Insurance Escrow (Monthly)
Servicing Tape
Engineering Reserve - Current Balance ($ or N/A)
Servicing Tape
Engineering Escrow/Deferred Maintenance
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement, Escrow Agreement, List of All Escrow Accounts Held, Settlement Statement, Servicing Tape
Engineering Reserve – Contractual Payment ($ or N/A)
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement, Escrow Agreement, Servicing Tape
Replacement Reserve - Current Balance ($ or N/A)
Servicing Tape
Replacement Reserve (Initial)
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement, Escrow Agreement, List of All Escrow Accounts Held, Settlement Statement, Servicing Tape
Replacement Reserve (Monthly)
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement, Escrow Agreement, Servicing Tape
Replacement Reserve – Contractual – Cap ($ or N/A)
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement, Escrow Agreement, Settlement Statement, Servicing Tape
Other Reserve - Current Balance ($ or N/A)
Servicing Tape
Other Escrow (Initial)
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement, Escrow Agreement, List of All Escrow Accounts Held, Settlement Statement, Servicing Tape
Other Escrow Reserve Description
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement, Escrow Agreement, List of All Escrow Accounts Held, Servicing Tape



Exhibit 1 to Attachment A
Page 8 of 14

Reserve/Escrow Information: (continued)

Characteristic
Source Document(s)
   
Other Escrow (Monthly)
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement, Escrow Agreement, List of All Escrow Accounts Held, Settlement Statement, Servicing Tape
Other Reserve – Contractual – Cap ($ or N/A)
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement, Escrow Agreement, Servicing Tape
Springing Reserve 1 Name
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement, Escrow Agreement
Springing Reserve 1 Amount ($ or N/A)
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement, Escrow Agreement, Servicing Tape
Springing Reserve 1 Description
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement, Escrow Agreement
Springing Reserve 2 Name
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement, Escrow Agreement, Servicing Tape
Springing Reserve 2 Amount ($ or N/A)
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement, Escrow Agreement, Servicing Tape
Springing Reserve 2 Description
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement, Escrow Agreement, Servicing Tape
Are Escrows/Reserves LOC or can be converted to LOC (Y/N)
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement, Escrow Agreement
Specify Accounts for Escrows/Reserves LOC
Mortgage/Deed of Trust, Multifamily Loan and Security Agreement, Escrow Agreement
Letter of Credit Amount
Letter of Credit, Mortgage/Deed of Trust, Multifamily Loan and Security Agreement
Letter of Credit Description
Letter of Credit, Mortgage/Deed of Trust, Multifamily Loan and Security Agreement



Exhibit 1 to Attachment A
Page 9 of 14

Notes:

1.
For the purpose of comparing the “Zoning Status” characteristic, Freddie Mac instructed us to use the appraisal report Source Document if the zoning report Source Document was not available and to include “(Appraisal)” in the value for the “Zoning Status” characteristic if the appraisal report was used as the Source Document.

2.
For the purpose of comparing the “Appraisal Valuation Date” characteristic for the Mortgage Loan identified on the Preliminary Data File as “Erie Portfolio” (the “Erie Portfolio Mortgage Loan”), Freddie Mac instructed us to use the earliest appraisal value date, as shown in the appraisal report Source Documents, as the related mortgaged property has more than one appraisal report Source Document with a range of appraisal value dates.

For the purpose of comparing the “Appraised Value” and “Appraisal Valuation Date” characteristics for the Mortgage Loan identified on the Preliminary Data File as “Bristol Village Apartments” (the “Bristol Village Apartments Mortgage Loan”), Freddie Mac instructed us to use the “As-Is Encumbered (HTC)” appraised value and associated appraisal value date, both as shown in the appraisal report Source Document.  For the purpose of comparing the “Appraised Value Type” characteristic for the Bristol Village Apartments Mortgage Loan, Freddie Mac instructed us to treat the “As-Is Encumbered (HTC)” appraised value type, as shown in the appraisal report Source Document, as “As-Is” for the “Appraised Value Type” characteristic.

For the purpose of comparing the “Appraised Value” and “Appraisal Valuation Date” characteristics for the Mortgage Loan identified on the Preliminary Data File as “Wyomissing Park Apartments” (the “Wyomissing Park Apartments Mortgage Loan”), Freddie Mac instructed us to use the “As Is - Hypothetical” appraised value and associated appraisal value date, both as shown in the appraisal report Source Document.  For the purpose of comparing the “Appraised Value Type” characteristic for the Wyomissing Park Apartments Mortgage Loan, Freddie Mac instructed us to treat the “As Is - Hypothetical” appraised value type, as shown in the appraisal report Source Document, as “As-Is” for the “Appraised Value Type” characteristic.

For the purpose of comparing the “Appraised Value” and “Appraisal Valuation Date” characteristics for the Mortgage Loan identified on the Preliminary Data File as “White Oak And The Orchard Apartments” (the “White Oak And The Orchard Apartments Mortgage Loan”), Freddie Mac instructed us to use the “As-Is Encumbered (HTC/HOME)” appraised value and associated appraisal value date, both as shown in the appraisal report Source Document.  For the purpose of comparing the “Appraised Value Type” characteristic for the White Oak And The Orchard Apartments Mortgage Loan, Freddie Mac instructed us to treat the “As-Is Encumbered (HTC/HOME)” appraised value type, as shown in the appraisal report Source Document, as “As-Is” for the “Appraised Value Type” characteristic.

3.
For the purpose of comparing the “Engineering Report Date” characteristic for the Erie Portfolio Mortgage Loan, Freddie Mac instructed us to use the earliest engineering report date, as shown in the engineering report Source Documents, as the related mortgaged property has more than one engineering report Source Document with a range of engineering report dates.




Exhibit 1 to Attachment A
Page 10 of 14

Notes: (continued)

4.
For the purpose of comparing the “Immediate Repairs Cost Estimate” characteristic, Freddie Mac instructed us to use “N/A” for the “Immediate Repairs Cost Estimate” characteristic if the physical risk report or preliminary environmental screening site report Source Document did not contain the corresponding information and an engineering report Source Document was not available.

5.
For the purpose of comparing the “Replacement Reserves Cost Estimate per Year” characteristic, Freddie Mac instructed us to use “N/A” for the “Replacement Reserves Cost Estimate per Year” characteristic if the engineering report Source Document did not contain the corresponding information and the Mortgage Loan was identified as a “TAH Express” mortgage loan in the promissory note Source Document or if the physical risk report or preliminary environmental screening site report Source Document did not contain the corresponding information and an engineering report Source Document was not available.

6.
For the purpose of comparing the “Environmental Firm” and “Phase I Environmental Report Date” characteristics, Freddie Mac instructed us to use “N/A (Physical Risk Report)” for the “Environmental Firm” and “Phase I Environmental Report Date” characteristics if a physical risk report or preliminary environmental screening site report Source Document was provided in the related loan file and a phase I environmental report Source Document was not available.

7.
Freddie Mac instructed us to perform procedures on the “Phase II Performed (Y/N)”
and “Phase II Environmental Report Date” characteristics only for those Mortgage Loans, if any, that contained a phase II environmental report Source Document in the related loan file.

8.
For the purpose of comparing the “Environmental Cost to Cure (Phase I plus Phase II)” characteristic, Freddie Mac instructed us to use “N/A” for the “Environmental Cost to Cure (Phase I plus Phase II)” characteristic if the physical risk report or preliminary environmental screening site report Source Document did not contain the corresponding information and a phase I environmental report or phase II environmental report Source Document was not available.

For the purpose of comparing the “Environmental Cost to Cure (Phase I plus Phase II)” characteristic, Freddie Mac instructed us to use “$0” for the “Environmental Cost to Cure (Phase I plus Phase II)” characteristic if a phase I environmental report and/or phase II environmental report Source Document was available and the sum of the value(s) shown in the phase I environmental report, phase II environmental report, physical risk report or preliminary environmental screening site report Source Document was less than $5,000.


Exhibit 1 to Attachment A
Page 11 of 14

Notes: (continued)

9.
Freddie Mac instructed us to perform procedures on the “PML Report Required (Y/N),” “Seismic Firm,” “Seismic Report Date” and “PML (%)” characteristics only for Mortgage Loans with “Yes” for the “Earthquake Zone 3 or 4 or PGA > 0.15g (Y/N)” characteristic on the Preliminary Data File.  If the “Earthquake Zone 3 or 4 or PGA > 0.15g (Y/N)” characteristic on the Preliminary Data File is “Yes,” Freddie Mac instructed us to use “Yes” for the “PML Report Required (Y/N)” characteristic and the applicable information in the seismic report Source Document for the purpose of comparing the “Seismic Firm,” “Seismic Report Date” and “PML (%)” characteristics unless the applicable Source Documents state that a seismic assessment has been waived.  If the “Earthquake Zone 3 or 4 or PGA > 0.15g (Y/N)” characteristic on the Preliminary Data File is “Yes” and the applicable Source Documents indicate that a seismic assessment has been waived, Freddie Mac instructed us to use “No” for the “PML Report Required (Y/N)” characteristic and “N/A” for the “Seismic Firm,” “Seismic Report Date” and “PML (%)” characteristics.  If the “Earthquake Zone 3 or 4 or PGA > 0.15g (Y/N)” characteristic on the Preliminary Data File is “No,” Freddie Mac instructed us to use “No” for the “PML Report Required (Y/N)” characteristic and “N/A” for the “Seismic Firm,” “Seismic Report Date” and “PML (%)” characteristics.

10.
For the purpose of comparing the “Multifamily Information,” “Underwriting Information” and “Reserve/Escrow Information” characteristics, Freddie Mac instructed us to ignore differences:
a.
Of +/- $1 or less for all “Multifamily Information” characteristics,
b.
Of +/- $1 or less for all “Underwriting Information” characteristics and
c.
Of +/- $5 or less for all “Reserve/Escrow Information” characteristics
that are expressed as dollar values.

11.
For the purpose of comparing the “Total Units” characteristic, Freddie Mac instructed us to only include the residential units at the mortgaged property associated with each Mortgage Loan, as shown in the appraisal report or rent roll Source Document.

12.
For the purpose of comparing the “Monthly Rent Per Unit” characteristic, Freddie Mac instructed us to use:
a.
Market rents for vacant, model, leasing office or “down” units,
b.
In-place rents plus employee concessions for manager/employee units and
c.
In-place rents for occupied units,
all as shown in the rent roll Source Document.

13.
For the purpose of comparing the “Occupancy %” characteristic, Freddie Mac instructed us to include occupied, model, leasing office and manager/employee units as occupied and to include vacant and “down” units as vacant, all as shown in the rent roll Source Document.

If the number of units shown in the rent roll Source Document is less than the number of units shown in the appraisal report Source Document, Freddie Mac instructed us to treat the difference between the number of units shown in the appraisal report Source Document and the number of units shown in the rent roll Source Document as vacant units when recalculating the “Occupancy %” characteristic.


Exhibit 1 to Attachment A
Page 12 of 14

Notes: (continued)

14.
For the purpose of comparing the “Tenant Concentration Type” and “% of Tenant Concentration” characteristics, Freddie Mac instructed us to treat “Alzheimer’s care” and “memory care” tenant types as “Assisted Living” for the “Tenant Concentration Type” characteristic, all as shown in the property inspection and lease audit, investment brief or appraisal report Source Document.

15.
For the purpose of comparing the “Insurance Information” characteristics, Freddie Mac instructed us to use the property insurance certificate, environmental insurance certificate or liability insurance certificate Source Document, as applicable, even if the certificate expired prior to the Cut-Off Date.

16.
Freddie Mac instructed us to use “Yes” for the “Flood Insurance (Y/N)” characteristic if:
a.
There is flood insurance in place, as shown in the property insurance certificate Source Document and
b.
Flood insurance is required, as shown in the form 1133 or multifamily insurance compliance report Source Document.

If flood insurance is not required, as shown in the form 1133 or multifamily insurance compliance report Source Document, Freddie Mac instructed us to use “No” for the “Flood Insurance (Y/N)” characteristic, even if the property insurance certificate Source Document indicates that flood insurance is in place.

17.
Freddie Mac instructed us to use “Yes” for the “Seismic Insurance if PML >=20% (Y/N)” characteristic if:
a.
The “PML (%),” as shown on the Preliminary Data File, is greater than or equal to 20%,
b.
Earthquake insurance is required, as shown in the form 1133 or multifamily insurance compliance report Source Document and
c.
Earthquake insurance is in place, as shown in the property insurance certificate Source Document.

If the “PML (%),” as shown on the Preliminary Data File, is less than 20% or is “N/A,” Freddie Mac instructed us to use “No” for the “Seismic Insurance if PML >=20% (Y/N)” characteristic, even if the property insurance certificate Source Document indicates that earthquake insurance is in place.

18.
For the purpose of comparing the “Seller/Servicer” characteristic, Freddie Mac instructed us to use the “Originator” of the Mortgage Loan, as shown in the promissory note, mortgage/deed of trust or multifamily loan and security agreement Source Document.


Exhibit 1 to Attachment A
Page 13 of 14

Notes: (continued)

19.
For the purpose of comparing the “Monthly Debt Service (IO)” characteristic for the:
a.
Mortgage Loans for which the “Loan Amortization Type” characteristic, as shown on the Preliminary Data File, is “Interest Only” (the “Interest Only Loans”) and
b.
Mortgage Loans for which the “Loan Amortization Type” characteristic, as shown on the Preliminary Data File, is “Partial IO” (the “Partial IO Loans”),
all of which have an “Accrual Basis” of “Actual/360” (except for the Mortgage Loan identified on the Preliminary Data File as “Cornerstone Apartments” (the “Cornerstone Apartments Mortgage Loan”), which has an “Accrual Basis” of “30/360” and is described in the succeeding paragraph of this Note 19), as shown on the Preliminary Data File, Freddie Mac instructed us to recalculate the “Monthly Debt Service (IO)” characteristic as 1/12th of the product of:
i.
The “Original Loan Amount,” as shown on the Preliminary Data File,
ii.
The “Gross Interest Rate,” as shown on the Preliminary Data File, and
iii.
365/360.

For the purpose of comparing the “Monthly Debt Service (IO)” characteristic for the Cornerstone Apartments Mortgage Loan, for which the “Loan Amortization Type” characteristic is “Interest Only,” Freddie Mac instructed us to recalculate the “Monthly Debt Service (IO)” characteristic as 1/12th of the product of:
a.  The “Original Loan Amount,” as shown on the Preliminary Data File, and
b.  The “Gross Interest Rate,” as shown on the Preliminary Data File.

For the Interest Only Loans, Freddie Mac instructed us to use the “Monthly Debt Service (IO),” as shown on the Preliminary Data File, for the “Monthly Debt Service Amount (Amortizing)” characteristic.

For the Mortgage Loans with “Balloon” for the “Loan Amortization Type” characteristic on the Preliminary Data File, Freddie Mac instructed us to use “N/A” for the “Monthly Debt Service (IO)” characteristic.

20.
For the purpose of comparing the “Prepayment Provision” characteristic for Mortgage Loans which permit defeasance, as shown in the applicable Source Documents, Freddie Mac instructed us to include all “Payment Dates” on or prior to the Cut-Off Date in the lockout period regardless of whether the Mortgage Loan was actually in a lockout period on those “Payment Dates.”

21.
For the purpose of comparing the “Cash Management (Description or N/A)” characteristic, Freddie Mac instructed us to use the following definitions:
a.
Hard – a cash management administration method where the tenants directly pay rents to the borrower or the management company who then deposits the rents into a lockbox account.  Funds are then swept into a lender-controlled account.
b.
Springing – a cash management administration method where, at the origination of the Mortgage Loan, the tenants directly pay rents to the borrower or the management company who then deposits the rents into a lockbox account.  Prior to a trigger event, the funds will be swept to a borrower‑controlled account.  Upon the occurrence of a trigger event, the funds will be swept to a lender-controlled account.



Exhibit 1 to Attachment A
Page 14 of 14

Notes: (continued)

22.
For the purpose of comparing the “Lockbox (Y/N)” characteristic, Freddie Mac instructed us to use “Yes” if a clearing account was set up at the origination of the Mortgage Loan, as shown in the cash management agreement or lockbox agreement Source Document.

23.
For the purpose of comparing the “Primary Servicing Fee” characteristic, Freddie Mac indicated that the “Primary Servicing Fee” is described in the Draft Preliminary Information Circular as the sub-servicing fee.

24.
For the purpose of comparing the “Reserve/Escrow Information” characteristics, the servicing tape Source Document is a Microsoft Excel file labelled “DISTRO K88 Servicer Escrow Template 2.7.2019.xlsx” which was provided by Freddie Mac on 7 February 2019.

We performed no procedures to determine the accuracy, completeness or reasonableness of the instructions, assumptions, methodologies, qualifications and exceptions provided by Freddie Mac that are described in the notes above.




Exhibit 2 to Attachment A

Provided Characteristics


 
Characteristic                                                                                                                   
   
 
Property Name
Master Servicing Fee
 
Trustee Fee (see Note 1)
CREFC Royalty Fee
 
Master Servicing Surveillance Fee
Special Servicing Surveillance Fee
 
Rental Subsidy Indicator (Y/N)
 
Rental Subsidy Type
 
Environmental Insurance Expiration Date
 
Environmental Insurance Carrier (Name or N/A)
 
Environmental Insurance Carrier Rating
 
Environmental Insurance Coverage ($ or N/A)
 
Terrorism Insurance Expiration Date
 
Terrorism Insurance Carrier (Name or N/A)
 
Terrorism Insurance Carrier Rating
 
Terrorism Insurance Coverage ($ or N/A)
 
Terrorism Insurance Deductible ($ or N/A)
 
Property Insurance Expiration Date
 
Property Insurance Carrier (Name or N/A)
 
Property Insurance Carrier Rating
 
Property Insurance Coverage ($ or N/A)
 
Property Insurance Deductible ($ or N/A)
 
Liability Insurance Expiration Date
 
Liability Insurance Carrier (Name or N/A)
 
Liability Insurance Carrier Rating
 
Liability Insurance Coverage ($ per occurrence/$ aggregate or N/A)
 
Liability Insurance Deductible ($ or N/A)
 
CDCR (Combined DCR)
 
CLTV (Combined LTV)
 
Borrower Principal
 
Borrower/Principal Liquid Assets
 
Borrower/Principal Net Worth
 
Bankruptcy Description (Chapter # or N/A)

Notes:

1.
Freddie Mac indicated that the “Trustee Fee” of 0.00230% per annum for each Mortgage Loan on the Data Files is comprised of a certificate administrator fee of 0.00190% per annum and a trustee fee of 0.00040% per annum.

2.
We performed no procedures to determine the accuracy, completeness or reasonableness of the Provided Characteristics.