[_] |
Rule 15Ga-1 under the Exchange Act (17 CFR 240.15Ga-1) for the reporting period _________ to __________. |
(Name and telephone number, including area code, of the person to contact in connection with this filing) |
Federal Home Loan Mortgage Corporation (as issuer of the Structured Pass-Through Certificates, Series ML-17) and
FRETE 2023-ML17 Trust |
(Exact name of issuing entity as specified in its charter) |
Jason Griest (703) 903-2000 |
(Name and telephone number, including area code, of the person to contact in connection with this filing) |
Date: September 5, 2023 |
Federal Home Loan Mortgage Corporation, as Depositor with respect to the Structured Pass-Through Certificates, Series ML-17, and as Securitizer with respect to the FRETE 2023-ML17
Trust By: /s/ Jason Griest
Name: Jason Griest Title: Vice President – Multifamily Securitization |
Exhibit 99.1 |
Report of Independent Accountants on Applying Agreed-Upon Procedures, dated September 5, 2023, of Ernst & Young LLP. |
|
Ernst
& Young LLP Tel: +1 212 773 3000
One Manhattan West ey.com New York, NY 10001 |
Re: | Freddie Mac |
Structured Pass-Through Certificates (SPCs) Series ML-17 | |
FRETE 2023-ML17 Trust | |
|
Multifamily ML Pass-Through Certificates, Series 2023-ML17 |
a. |
Certain electronic data files (the “Data Files”) that are described in Attachment A, |
b. |
Electronic copies of the loan files for the Loans, which contain various source documents (the “Source Documents”) relating to
the Loans and Properties (as defined herein) that secure the 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. |
|
Page 2 of 3 |
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 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 Loans, | |
iii. |
Whether the originator(s) of the Loans complied with federal, state or local laws or regulations or | |
iv. |
Any other factor or characteristic of the Loans that would be material to the likelihood that the issuer of the certificates that are
secured by the Loans will pay interest and principal in accordance with applicable terms and conditions. |
|
Page 3 of 3 |
|
Attachment A Page 1 of 7 |
a. |
The primary assets of the Transaction’s issuing entity will be a pool of 14 fixed rate loans
(the “Loans”) intended to be tax-exempt loans, secured by 14 mortgaged real properties (the “Properties”) and |
b. |
Two of the Loans have corresponding taxable supplemental loans that will not be assets of the Transaction’s issuing entity
(each a “Taxable Loan”). |
1. |
Freddie Mac provided us with: |
a. |
An electronic data file (the “Preliminary Data File”) that Freddie Mac indicated contains information relating to the Loans and Total Debt associated with each Loan as
of 5 September 2023 (the “Cut-Off Date”) and |
b. |
Record layout and decode information related to the information on the Data Files. |
|
Attachment A Page 2 of 7 |
1. |
(continued) |
Loan |
Draft Source Document(s) |
N/A |
N/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 the Item 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 the Items 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 Loans as of the Cut‑Off Date. |
a. |
Final Data File and |
b. |
Updated Data File, |
4. |
Using the: |
a. |
First Payment Date and |
b. |
Maturity Date, |
|
Attachment A Page 3 of 7 |
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, |
6. |
Using the “First Payment Date,” as shown on the Final Data File, we recalculated the “Seasoning” of each 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), |
8. |
Using the: |
a. |
Seasoning, |
b. |
IO Period and |
c. |
Amortization Term (Original), |
|
Attachment A Page 4 of 7 |
9. |
Using the: |
a. |
Seasoning and |
b. |
Loan Term (Original), |
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), |
Loan |
Heritage At Church Ranch |
Bergenview Apartments |
a. |
Ignore differences of +/- $2 or less and |
b. |
Recalculate the “Maturity Balance” as the principal amount that is scheduled to be paid on the “Maturity Date” 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 the corresponding Loan. |
|
Attachment A Page 5 of 7 |
11. |
Using the “Cut-Off Date Loan Amount,” as shown on the Final Data File, we recalculated the “% of Cut-Off Date Pool Balance” of each 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 “Cut-Off Date Loan Amount” and “Loan Group,” both as shown on the Final Data File, we recalculated the “% of Cut-off Date Loan Group
Balance” of each 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. |
Primary Servicing Fee, |
b. |
Master Servicing Fee, |
c. |
Trustee Fee, |
d. |
Master Servicing Surveillance Fee, |
e. |
Special Servicing Surveillance Fee and |
f. |
CREFC Royalty Fee, |
14. |
Using the: |
a. |
Gross Interest Rate and |
b. |
Administration Fee Rate, |
15. |
Using the: |
a. |
Monthly Debt Service Amount (Amortizing), |
b. |
3rd Most Recent NCF, |
c. |
2nd Most Recent NCF and |
d. |
Most Recent NCF, |
i. |
3rd Most Recent DSCR (NCF), |
ii. |
2nd Most Recent DSCR (NCF) and |
iii. |
Most Recent DSCR (NCF) |
|
Attachment A Page 6 of 7 |
15. |
(continued) |
a. |
Recalculating each characteristic listed in i. through iii. above on an individual basis for each Loan in the Crossed Loan Group, |
b. |
Recalculating the weighted average of each characteristic listed in i. through iii. above for all of the Loans in the Crossed Loan Group by weighting the result of a. above for each
Loan in the Crossed Loan Group by the “Cut‑Off Date Loan Amount” of such Loan, as shown on the Final Data File, and |
c. |
Rounding the result of b. above to two decimal places. |
16. |
Using the: |
a. |
Information on the Final Data File, |
b. |
The monthly debt service amount as shown in the applicable Taxable Loan Source Document(s), as applicable, |
c. |
The applicable calculation methodologies and assumptions that are described in the Draft Preliminary Information Circular, |
i. |
Cut-Off Date LTV, |
ii. |
Maturity LTV, |
iii. |
UW NCF DSCR, |
iv. |
UW NCF DSCR (IO) and |
v. |
Cut-Off Date Balance/Unit |
a. |
Recalculating each characteristic listed in i. through iv. above on an individual basis for each Loan in the Crossed Loan Group, |
b. |
Recalculating the weighted average of each characteristic listed in i. through iv. above for all of the Loans in the Crossed Loan Group by weighting the result of a. above
for each Loan in the Crossed Loan Group by the “Cut‑Off Date Loan Amount” of such Loan, as shown on the Final Data File, and |
c. |
Rounding the result of b. above to the nearest 1/10th of
one percent for characteristics listed in i. through ii. above, and rounding the result of b. above to two decimal places for characteristics listed in iii. through iv. above. |
|
Attachment A Page 7 of 7 |
16. |
(continued) |
17. |
Using the “Bad Boy Indemnitor / Guarantor” and “Borrower Principal,” as shown on the Final Data File, we identified those 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. |
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, USPS Website |
Metropolitan Statistical Area (see Note 27) |
MSA Support File |
Zip Code |
Appraisal Report, Engineering Report, USPS Website |
Property Type |
Appraisal Report |
Property Subtype |
Appraisal Report, Property Inspection and Lease Audit, Investment Brief |
Year Built |
Engineering Report, Appraisal Report, Post Construction Analysis Report, Investment Brief |
Year Renovated |
Engineering Report, Appraisal Report, Construction Report, Post Construction Analysis Report, Investment Brief |
Expected Construction Completion Date (see Note 29) |
Continuing Covenant Agreement, Commitment Letter, Pre-Construction Analysis Report |
Elevator (Y/N) |
Engineering Report, Appraisal Report, Plan and Cost Review Summary Report, Renovation Cost Analysis and Document Review Report, Physical Risk Report, Pre-Construction Analysis Report |
Zoning Status (see Note 2) |
Zoning Summary, Appraisal Report |
Management Company |
Management Agreement, Continuing Covenant Agreement |
Characteristic |
Source Document(s) |
Appraisal Firm |
Appraisal Report |
Appraised Value (see Note 3) |
Appraisal Report |
Appraisal Valuation Date (see Note 3) |
Appraisal Report |
Appraised Value Type (see Note 3) |
Appraisal Report |
FIRREA Eligible (Y/N) |
Appraisal Report |
Engineering Firm |
Engineering Report, Plan and Cost Review Summary Report, Renovation Cost Analysis and Document Review Report, Form 1105, Physical Risk Report, Preliminary Environmental Screening Site Report,
Pre-Construction Analysis Report, Post Construction Analysis Report |
Engineering Report Date |
Engineering Report, Plan and Cost Review Summary Report, Renovation Cost Analysis and Document Review Report, Form 1105, Physical Risk Report, Preliminary Environmental Screening Site Report,
Pre-Construction Analysis Report, Post Construction Analysis Report |
Immediate Repairs Cost Estimate (see Note 4) |
Engineering Report, Plan and Cost Review Summary Report, Renovation Cost Analysis and Document Review Report, Form 1105, Physical Risk Report, Preliminary Environmental Screening Site Report,
Pre-Construction Analysis Report |
Replacement Reserves Cost Estimate per Year (see Note 5) |
Engineering Report, Plan and Cost Review Summary Report, Renovation Cost Analysis and Document Review Report, Form 1105, Physical Risk Report, Preliminary Environmental Screening Site Report,
Pre-Construction Analysis Report |
Environmental Firm (see Note 6) |
Phase I Environmental Report, Physical Risk Report, Preliminary Environmental Screening Site Report, Investment Brief |
Phase I Environmental Report Date (see Note 6) |
Phase I Environmental Report, Physical Risk Report, Preliminary Environmental Screening Site Report, Investment Brief |
Phase II Recommended (Y/N) |
Phase I Environmental Report, Physical Risk Report, Preliminary Environmental Screening Site Report, Investment Brief |
Phase II Performed (Y/N) (see Note 7) |
Phase II Environmental Report |
Characteristic |
Source Document(s) |
Phase II Environmental Report Date (see Note 7) |
Phase II Environmental Report |
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, Plan and Cost Review Summary Report, Renovation Cost Analysis and Document Review Report, Investment Brief, Physical Risk Report, Preliminary Environmental
Screening Site Report |
PML Report Required (Y/N) (see Note 9) |
Seismic Report, Engineering Report, Plan and Cost Review Summary Report, Renovation Cost Analysis and Document Review 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 |
Characteristic |
Source Document(s) |
Total Units (see Note 11) |
Appraisal Report, Rent Roll |
Unit of Measure |
Appraisal Report, Rent Roll |
Monthly Rent Per Unit (see Note 12) |
Rent Roll |
Occupancy As of Date (see Note 13) |
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 |
Condo Ownership (% or N/A) |
Continuing Covenant Agreement, Investment Brief |
Green Advantage |
Investment Brief, Green Assessment Report, Continuing Covenant Agreement |
Affordable LI Units (<=80% AMI) |
CRA Report |
Affordable LI Units (<=60% AMI) |
CRA Report |
Affordable VLI Units (<=50% AMI) |
CRA Report |
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 |
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, Continuing Covenant Agreement |
Characteristic |
Source Document(s) |
3rd Most Recent Financial End Date |
Investment Brief, Financial Analysis |
3rd Most Recent EGI |
Investment Brief, Financial Analysis |
3rd Most Recent Expenses |
Investment Brief, Financial Analysis |
3rd Most Recent NOI |
Investment Brief, Financial Analysis |
3rd Most Recent NCF |
Investment Brief, Financial Analysis |
2nd Most Recent Financial End Date |
Investment Brief, Financial Analysis |
2nd Most Recent EGI |
Investment Brief, Financial Analysis |
2nd Most Recent Expenses |
Investment Brief, Financial Analysis |
2nd Most Recent NOI |
Investment Brief, Financial Analysis |
2nd Most Recent NCF |
Investment Brief, Financial Analysis |
Most Recent Financial End Date |
Investment Brief, Financial Analysis |
Most Recent EGI |
Investment Brief, Financial Analysis |
Most Recent Expenses |
Investment Brief, Financial Analysis |
Most Recent NOI |
Investment Brief, Financial Analysis |
Most Recent NCF |
Investment Brief, Financial Analysis |
UW EGI |
Investment Brief, Financial Analysis |
UW Expenses (see Note 31) |
Investment Brief, Financial Analysis |
UW NOI |
Investment Brief, Financial Analysis |
Underwritten Annual Reserves (see Note 31) |
Investment Brief, Financial Analysis |
UW NCF |
Investment Brief, Financial Analysis |
Characteristic |
Source Document(s) |
Borrowing Entity |
Project Note, Funding Note, Project Loan Agreement, Multifamily Loan and Security Agreement |
Entity Type |
Project Note, Funding Note, Project Loan Agreement, Multifamily Loan and Security Agreement |
State of Organization |
Project Note, Funding Note, Project Loan Agreement, Multifamily Loan and Security Agreement |
Delaware Statutory Trust (Y/N) |
Project Note, Funding Note, Project Loan Agreement, Multifamily Loan and Security Agreement |
Borrower Or Principal Prior Bankruptcy (Y/N) |
FRE Form 1115 |
Single Purpose Borrowing Entity / Single Asset Borrowing Entity |
Continuing Covenant Agreement, Multifamily Loan and Security Agreement |
Tenants In Common (Y/N) |
Continuing Covenant Agreement, Multifamily Loan and Security Agreement |
Bad Boy Indemnitor / Guarantor |
Guaranty Agreement, Continuing Covenant Agreement |
Sponsor |
Guaranty Agreement, Continuing Covenant Agreement |
Recourse (Y/N) |
Project Note, Funding Note, Guaranty Agreement |
Recourse Description |
Project Note, Funding Note, Guaranty Agreement |
Environmental Carveout (Y/N) |
Continuing Covenant Agreement, Guaranty Agreement, Promissory Note |
Environmental Indemnitor (Name or N/A) |
Continuing Covenant Agreement, Guaranty Agreement |
Fraud Carveout (Y/N) |
Project Note, Funding Note, Guaranty Agreement, Promissory Note |
Misapplication of Rent and Insurance Proceeds Carveout (Y/N) |
Project Note, Funding Note, Guaranty Agreement, Promissory Note |
Voluntary Bankruptcy Carveout (Y/N) |
Project Note, Funding Note, Guaranty Agreement, Promissory Note |
Waste Carveout (Y/N) |
Project Note, Funding Note, Guaranty Agreement, Promissory Note |
Characteristic |
Source Document(s) |
Loan Purpose (Acquisition, Refinance) |
Settlement Statement, Continuing Covenant Agreement, Multifamily Loan and Security Agreement |
Freddie Mac Loan Number |
Project Note, Amended Project Note, Funding Note, Continuing Covenant Agreement, Promissory Note |
Optigo Lender (see Note 18) |
Project Note, Amended Project Note, Funding Loan Agreement, Project Loan Agreement, Promissory Note |
Note Date |
Project Note, Amended Project Note, Multifamily Housing Revenue Agency Debt Obligation, Promissory Note |
Original Loan Amount |
Project Note, Amended Project Note, Multifamily Housing Revenue Agency Debt Obligation, Promissory Note |
Gross Interest Rate (see Note 19) |
Project Note, Amended Project Note, Promissory Note |
Loan Amortization Type |
Project Note, Amended Project Note, Promissory Note |
Monthly Debt Service (IO) (see Note 20) |
Project Note, Amended Project Note, Promissory Note |
Monthly Debt Service Amount (Amortizing) (see Note 20) |
Project Note, Amended Project Note, Promissory Note |
First Payment Date (see Note 21) |
Project Note, Amended Project Note, Promissory Note |
Payment Date |
Project Note, Amended Project Note, Promissory Note |
Maturity Date |
Project Note, Amended Project Note, Promissory Note |
Rate Type |
Project Note, Amended Project Note, Promissory Note |
Accrual Basis |
Project Note, Amended Project Note, Promissory Note |
Late Charge Grace Period |
Project Note, Amended Project Note, Promissory Note |
Characteristic |
Source Document(s) |
Prepayment Provision (see Note 22) |
Project Note, Amended Project Note, Project Loan Agreement, Funding Loan Agreement, Promissory Note, Multifamily Loan and Security
Agreement |
Partial Defeasance Permitted (Y/N) |
Project Note, Amended Project Note, Project Loan Agreement, Promissory Note, Multifamily Loan and Security Agreement |
Defeasance To Maturity (Y/N) |
Continuing Covenant Agreement, Project Loan Agreement, Promissory Note, Multifamily Loan and Security Agreement |
Non-Compliance Provisions (Y/N) |
Continuing Covenant Agreement, Multifamily and Security Agreement |
Fee Simple/Leasehold |
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 23) |
Cash Management Agreement, Lockbox Agreement |
Lockbox (Y/N) (see Note 24) |
Cash Management Agreement, Lockbox Agreement |
Assumption Fee |
Continuing Covenant Agreement, Multifamily and Security Agreement |
Additional Financing In Place (existing) (Yes/No) |
Continuing Covenant Agreement, Mezzanine Note, Mezzanine Loan Intercreditor Agreement, Subordinate Financing Agreement, Subordinate Loan
Payoff Confirmation, Supplemental Promissory Note |
Additional Financing Amount (existing) |
Continuing Covenant Agreement, Mezzanine Note, Mezzanine Loan Intercreditor Agreement, Subordinate Financing Agreement, Subordinate Loan
Payoff Confirmation, Supplemental Promissory Note |
Additional Financing Description (existing) |
Continuing Covenant Agreement, Mezzanine Note, Mezzanine Loan Intercreditor Agreement, Subordinate Financing Agreement, Subordinate Loan
Payoff Confirmation, Supplemental Promissory Note |
Characteristic |
Source Document(s) |
Future Mezzanine Debt (Y/N) |
Continuing Covenant Agreement, Multifamily and Security Agreement |
Future Supplemental Financing (Yes/No) |
Continuing Covenant Agreement, Multifamily and Security Agreement |
Future Supplemental Financing Description |
Continuing Covenant Agreement, Multifamily and Security Agreement |
Substitution Permitted (Y/N) |
Continuing Covenant Agreement, Substitution Agreement, Multifamily and Security Agreement |
Collateral Release Price ($ or N/A) |
Continuing Covenant Agreement, Cross Collateralization Agreement, Multifamily and Security Agreement |
Crossed Loans |
Continuing Covenant Agreement, Cross Collateralization Agreement, Multifamily and Security Agreement |
Release (Y or N or N/A) |
Continuing Covenant Agreement, Cross Collateralization Agreement, Multifamily and Security Agreement |
Release Provisions (Description or N/A) |
Continuing Covenant Agreement, Cross Collateralization Agreement, Multifamily and Security Agreement |
Independent Director (Y/N) |
Continuing Covenant Agreement, Multifamily and Security Agreement |
Non-Consolidation Opinion (Y/N) |
Non-Consolidation Opinion from Counsel, Commitment Letter |
Bond Counsel Name |
Opinion from Counsel |
Primary Servicing Fee (see Note 25) |
Commitment Letter, Project Loan Agreement |
Trustee Fee (see Note 30) |
Trustee Fee Bid Package |
Characteristic |
Source Document(s) |
Tax Reserve - Current Balance ($ or N/A) |
Servicing Tape |
Tax Reserve (Initial) |
Continuing Covenant Agreement, Escrow Agreement, List of All Escrow Accounts Held, Settlement Statement, Servicing Tape, Multifamily Loan and
Security Agreement |
Tax Reserve (Monthly) |
Servicing Tape, List of All Escrow Accounts Held |
Insurance Reserve - Current Balance ($ or N/A) |
Servicing Tape |
Insurance Reserve (Initial) |
Continuing Covenant Agreement, Escrow Agreement, List of All Escrow Accounts Held, Settlement Statement, Servicing Tape, Multifamily Loan and
Security Agreement |
Insurance Reserve (Monthly) |
Servicing Tape, List of All Escrow Accounts Held |
Engineering Reserve - Current Balance ($ or N/A) |
Servicing Tape |
Engineering Escrow/Deferred Maintenance |
Continuing Covenant Agreement, Escrow Agreement, List of All Escrow Accounts Held, Settlement Statement, Servicing Tape, Multifamily Loan and
Security Agreement |
Engineering Reserve – Contractual Payment ($ or N/A) |
Continuing Covenant Agreement, Escrow Agreement, List of All Escrow Accounts Held, Settlement Statement, Servicing Tape, Multifamily Loan and
Security Agreement |
Replacement Reserve - Current Balance ($ or N/A) |
Servicing Tape |
Replacement Reserve (Initial) |
Continuing Covenant Agreement, Escrow Agreement, List of All Escrow Accounts Held, Settlement Statement, Servicing Tape, Multifamily Loan and
Security Agreement |
Replacement Reserve (Monthly) |
Continuing Covenant Agreement, Escrow Agreement, List of All Escrow Accounts Held, Settlement Statement, Servicing Tape, Multifamily Loan and
Security Agreement |
Characteristic |
Source Document(s) |
Replacement Reserve – Contractual – Cap ($ or N/A) |
Continuing Covenant Agreement, Escrow Agreement, List of All Escrow Accounts Held, Settlement Statement, Servicing Tape, Multifamily Loan and
Security Agreement |
Other Reserve - Current Balance ($ or N/A) |
Servicing Tape |
Other Escrow (Initial) |
Continuing Covenant Agreement, Escrow Agreement, List of All Escrow Accounts Held, Settlement Statement, Servicing Tape, Multifamily Loan and
Security Agreement |
Other Escrow Reserve Description |
Continuing Covenant Agreement, Escrow Agreement, List of All Escrow Accounts Held, Settlement Statement, Servicing Tape, Multifamily Loan and
Security Agreement |
Other Escrow (Monthly) |
Continuing Covenant Agreement, Escrow Agreement, List of All Escrow Accounts Held, Settlement Statement, Servicing Tape, Multifamily Loan and
Security Agreement |
Other Reserve – Contractual – Cap ($ or N/A) |
Continuing Covenant Agreement, Escrow Agreement, List of All Escrow Accounts Held, Settlement Statement, Servicing Tape |
Springing Reserve Name |
Continuing Covenant Agreement, Escrow Agreement, Multifamily Loan and Security Agreement |
Springing Reserve Amount ($ or N/A) |
Continuing Covenant Agreement, Escrow Agreement, Multifamily Loan and Security Agreement |
Springing Reserve Description |
Continuing Covenant Agreement, Escrow Agreement, Multifamily Loan and Security Agreement |
Are Escrows/Reserves LOC or can be converted to LOC (Y/N) |
Continuing Covenant Agreement, Multifamily Loan and Security Agreement |
Specify Accounts for Escrows/Reserves LOC |
Continuing Covenant Agreement, Multifamily Loan and Security Agreement |
Letter of Credit Amount |
Letter of Credit, Continuing Covenant Agreement, Multifamily Loan and Security Agreement |
Letter of Credit Description |
Letter of Credit, Continuing Covenant Agreement, Multifamily Loan and Security Agreement |
Characteristic |
Source Document(s) |
Type of Regulatory Agreement(s) |
Regulatory Documents, Continuing Covenant Agreement, Legal Affordability Summary Report |
Description of Regulatory Agreement(s) |
Regulatory Documents, Legal Affordability Summary Report |
Number of LIHTC Units |
Regulatory Documents, Legal Affordability Summary Report |
Regulatory Agency / Housing Authority / Regulatory Agreement Counterparty |
Regulatory Documents, Legal Affordability Summary Report |
% Units with Income Restrictions |
Regulatory Documents, Legal Affordability Summary Report |
% Units with Rent Restrictions |
Regulatory Documents, Legal Affordability Summary Report |
HAP Maturity Date |
Regulatory Documents, Legal Affordability Summary Report |
Tax Credit Investor Name |
LPA/Operating Agreement, Continuing Covenant Agreement |
Rental/Income/Age Restrictions (Y/N) |
Regulatory Agreement, Continuing Covenant Agreement, Multifamily Loan and Security Agreement |
Issuer |
Funding Loan Agreement |
Fiscal Agent Name |
Funding Loan Agreement |
Annual Fiscal Agent Fee ($) |
Funding Loan Agreement, Commitment Letter, Amended Funding Loan Agreement |
Annual Fiscal Agent Fee Payment Date |
Funding Loan Agreement, Amended Funding Loan Agreement |
First Annual Fiscal Agent Fee Payment Date |
Funding Loan Agreement, Amended Funding Loan Agreement |
Annual Governmental Lender Fee |
Funding Loan Agreement, Regulatory Documents, Commitment Letter |
1. |
For any Loan listed in Table A1, Freddie Mac instructed us to use the information in the “Provided Value” column for the applicable characteristic listed in
Table A1, even if the information in the “Provided Value” column did not agree with the information that was shown in the applicable Source Document(s) or the applicable Source Document(s) were not provided to us. |
Table A1: |
|||
Loan |
Characteristic |
Provided Value | |
N/A |
N/A |
N/A |
2. |
For the purpose of comparing the “Zoning Status” characteristic, Freddie Mac instructed us to use the appraisal report Source Document if the zoning summary 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. |
3. |
For the purpose of comparing the “Appraised Value,” “Appraisal Valuation Date” and “Appraised Value Type” characteristics for any Loan
listed in Table A2, Freddie Mac instructed us to: |
a. |
Use the appraised value and appraisal value date, both as shown in the related
appraisal report Source Document, that are associated with the appraisal valuation type that is identified in the “Valuation Type from Appraisal Report” column of Table A2 for the “Appraised Value” and
“Appraisal Valuation Date” characteristics, respectively, and |
b. |
Use the appraisal valuation type listed in the “Appraised Value Type”
column of Table A2 for the “Appraised Value Type” characteristic. |
Table A2: |
|||
Loan |
Valuation Type from Appraisal Report |
Appraised Value Type | |
Heritage At Church Ranch |
As-Is, Encumbered |
As-Is (Rent Restrictions) | |
The Park At Springdale |
As Is Restricted |
As-Is (Rent Restrictions) |
3. |
(continued) |
Table A2:
(continued) |
|||
Loan |
Valuation Type from Appraisal Report |
Appraised Value Type | |
|
|
| |
Vermillion Apartments |
As Renovated and Stabilized, Encumbered |
As-Stabilized (Rent Restrictions) | |
|
|
| |
Robinson Apartments |
As Complete and Stabilized |
As-Stabilized | |
|
|
| |
The Lewis |
Leasehold market value of the real estate assuming affordable encumbrances "Upon Completion and Stabilization" as of August
2022 |
As-Stabilized (Rent Restrictions) | |
|
|
| |
Knowles Manor |
Hypothetical Market Value as if Stabilized with Restricted Rents with the Tax Exemption |
As-Stabilized (Rent Restrictions) | |
|
|
| |
Bergenview Apartments |
Prospective Market Value at Stabilization Subject to Restricted Rents |
As-Stabilized (Rent Restrictions) | |
|
|
| |
Lee Hardware And United Jewelers Apartments |
As If Stabilized - Restricted/LIHTC |
As-Stabilized (Rent Restrictions) |
4. |
For the purpose of comparing the “Immediate Repairs Cost Estimate” characteristic, Freddie Mac instructed us to use “$0” for the “Immediate Repairs Cost
Estimate” characteristic if the engineering report, plan and cost review summary report, renovation cost analysis and document review report, form 1105, physical risk report, preliminary environmental screening site report or pre-construction
analysis 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, plan and cost review summary report, renovation cost analysis and document review report, form 1105, physical risk report, preliminary environmental screening site
report or pre-construction analysis 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, preliminary environmental screening site report or investment brief 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
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, phase II environmental report, physical risk report and/or preliminary environmental
screening site 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 and/or preliminary environmental screening site report Source Document(s)
was less than $5,000. |
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 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 Document(s) 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 Document(s) indicate that a seismic assessment has been waived or the
related loan file does not contain a seismic report Source Document, 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 |
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
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 plus subsidies for occupied units, |
13. |
For the purpose of comparing the “Occupancy As of Date” characteristic, Freddie Mac instructed us to use the last day of the applicable month if the applicable Source Document(s)
only included the month and year. 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
for the purpose of comparing the “Occupancy %” characteristic. |
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,” 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. |
For the purpose of comparing the “Flood Insurance (Y/N)” characteristic, Freddie Mac instructed us to use “Yes” 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. |
17. |
For the purpose of comparing the “Seismic Insurance if PML >=20% (Y/N)” characteristic, Freddie Mac instructed us to use “Yes” 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. |
18. |
For the purpose of comparing the “Optigo Lender” characteristic, Freddie Mac instructed us to use the “Lender,” “Funding Lender” or “Initial
Funding Lender” of the Loan, as shown in the applicable Source Document(s). |
19. |
For the purpose of comparing
the “Gross Interest Rate” characteristic, Freddie Mac instructed us to use the sum of the interest rate and the servicing fee rate, both as shown in the applicable Source Document(s). |
20. |
For the purpose of comparing the “Monthly Debt Service (IO)” characteristic for any: |
a. | Loan for which the “Loan Amortization Type” characteristic, as shown on the Preliminary Data File, is “Interest Only” (each, an “Interest Only Loan”)
and |
b. | Loan for which the “Loan Amortization Type” characteristic, as shown on the Preliminary Data File, is “Partial IO” (each, a “Partial IO
Loan”), |
i. |
The “Original Loan Amount,” as shown on the Preliminary Data File, and |
ii. |
The “Gross Interest Rate,” as shown on the Preliminary Data File. |
a. | The “Original Loan Amount,” as shown on the Preliminary Data File,
|
b. | The “Gross Interest Rate,” as shown on the Preliminary Data File, and
|
c. | 365/360. |
20. |
(continued) For any Interest Only Loan, 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 any Loan for which the “Loan Amortization Type” is “Balloon,” as shown on the Preliminary Data
File, Freddie Mac instructed us to use “N/A” for the “Monthly Debt Service (IO)” characteristic. |
21. |
For the purpose of
comparing the “First Payment Date” characteristic (except for any Loan listed in Table A3), Freddie Mac instructed us to assume that the “First Payment Date” is the payment date after the end of the first full interest
accrual period. For the purpose of comparing the “First Payment Date” for any Loan listed in Table A3, Freddie Mac instructed us to use the first payment date value shown on the amortization schedule in
the applicable Source Document(s). |
Loan |
Heritage At Church Ranch |
The Park At Springdale |
Vermillion Apartments |
Timbers At Hickory Tree |
Robinson Apartments |
Franklin Park Apartments |
Knowles Manor |
Limestone Ridge |
Bergenview Apartments |
515 Thayer |
22. |
For the purpose of comparing the “Prepayment Provision” characteristic for Loans which permit defeasance after the “Conversion Date” or
“Long‑Term Permanent Financing Date,” as applicable, as shown in the applicable Source Document(s), Freddie Mac instructed us to consider the “Conversion Date” or “Long-Term Permanent Financing Date,”
as applicable, as the “Note Date,” as shown in the applicable Source Document(s). For the purpose of comparing the “Prepayment Provision” characteristic, Freddie Mac instructed
us to ignore any prepayment premiums or other conditions related to prepayments made in connection with a tax abatement, release of funds from any reserve(s) or loan equalization payment as described in the applicable Source Document(s).
|
23. |
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 and |
b. | Springing – a cash management administration method where, at the origination of the 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 |
24. |
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 Loan, as shown in the applicable Source Document(s). |
25. |
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. |
26. |
For the purpose of comparing the “Reserve/Escrow Information” characteristics, the servicing tape Source Document is a Microsoft Excel file labelled
“Servicer Escrow Template_2023-09-01.xlsx” which was provided by Freddie Mac on 1 September 2023. |
27. |
For the purpose of comparing the “Metropolitan Statistical Area” characteristic, the MSA support file Source Document is a Microsoft Excel
file labelled “MSA File_2023-08-14.xlsx” which was provided by Freddie Mac on 17 August 2023. |
28. |
For the purpose of comparing the “Regulatory Agreement Information” characteristics, the legal affordability summary report Source
Document is a Microsoft Excel file labelled “ML‑17 Regulatory Agreement Diligence Spreadsheet (00063567xED402).xlsx” which was provided by Freddie Mac on 14 August 2023. |
29. |
Freddie Mac instructed us to perform procedures on the “Expected Construction Completion Date” characteristic only for those Loans, if
any, that have a “Year Built” or “Year Renovated” on the Preliminary Data File of more than five years prior to the Cut‑Off Date. For any Loans where the “Year Built”
or “Year Renovated” characteristics are less than or equal to five years from the Cut-Off Date, Freddie Mac instructed us to use “N/A” for the “Expected Construction Completion Date” characteristic.
|
30. |
Freddie
Mac indicated that the “Trustee Fee” of “0.01630%” per annum for each Loan on the Data Files is comprised of a certificate administrator fee of 0.01430% per annum and a trustee fee of 0.00200% per annum as
shown in the trustee fee bid package Source Document. |
31. |
For
any Loan listed in Table A4, Freddie Mac instructed us to subtract the “Plug Expense” amount, as described in the investment brief Source Document and listed in the “Expense Amount” column of Table A4, from the value for the
applicable characteristic listed in Table A4, as shown in the applicable Source Document(s). |
Table A4 |
|||
Mortgage Loan |
Characteristic |
Plug Type |
Expense Amount |
Heritage at Church Ranch |
Underwritten Annual Reserves |
Ground Rents |
$159,268.92 |
Franklin Park Apartments |
UW Expenses |
Miscellaneous Expenses |
$163,892.00 |
Characteristic |
||
Property Name |
||
Loan Group |
||
Appraised Value Type |
||
Number of Properties |
||
Master Servicing Fee |
||
CREFC Royalty Fee |
||
Master Servicing Surveillance Fee |
||
Special Servicing Surveillance Fee |
||
Rental Subsidy Indicator (Y/N) |
||
Rental Subsidy Type |
||
Environmental Insurance Expiration Date |
||
Environmental Insurance Carrier (Name or N/A) |
||
Environmental Insurance Carrier Rating |
||
Environmental Insurance Coverage ($ 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) |
||
Tax Credit Syndicator Name |
||
CDCR (Combined DCR) |
||
CLTV (Combined LTV) |
||
Borrower Principal |
||
Borrower/Principal Liquid Assets |
||
Borrower/Principal Net Worth |
||
Bankruptcy Description (Chapter # or N/A) |
Note: | We performed no procedures to determine the appropriateness, accuracy, completeness or reasonableness of the Provided Characteristics. |
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