EX-99.1 2 n4359-x2exh99_1.htm INDEPENDENT ACCOUNTANTS' AGREED-UPON PROCEDURES REPORT, DATED JULY 12, 2024.

 

Exhibit 99.1

 

 
  KPMG LLP
Suite 900
8350 Broad Street
McLean, VA 22102

  

Independent Accountants’ Agreed-Upon Procedures Report

 

Citigroup Commercial Mortgage Securities Inc. and Citi Real Estate Funding Inc.

(together, the “Company”)

Citigroup Global Markets Inc.

Goldman Sachs Mortgage Company

Goldman Sachs & Co. LLC

Goldman Sachs Bank USA

JPMorgan Chase Bank, National Association

J.P. Morgan Securities LLC

Wells Fargo Bank, National Association

Wells Fargo Securities, LLC

U.S. Bancorp Investments, Inc.

(collectively, the “Specified Parties”):

 

Re: BX Commercial Mortgage Trust 2024-BIO2 – Data File Procedures

 

We have performed the procedures described below on the specified attributes in an electronic data file entitled “BX 2024-BIO2_Accounting Tape_Final.xlsx” provided by the Company on July 12, 2024 (the “Data File”), containing information on one mortgage loan (“Mortgage Loan”) and 8 related mortgaged properties (“Mortgaged Properties”) as of August 9, 2024 (the “Cut-off Date”), which we were informed are intended to be included as collateral in the offering by BX Commercial Mortgage Trust 2024-BIO2, Commercial Mortgage Pass-Through Certificates, Series 2024-BIO2 (the “Certificates”). The Company is responsible for the specified attributes identified by the Company in the Data File.

 

On June 21, 2024, we issued an independent accountants’ agreed-upon procedures report relating to certain information with respect to one mortgage loan and 8 related mortgaged properties. The Company informed us that Loan Files had been updated and the Cut-off Date had changed and requested that a new report be issued. The independent accountants’ agreed-upon procedures report described herein supersedes the report issued on June 21, 2024. Furthermore, the specified parties are instructed to no longer use or rely upon the report issued on June 21, 2024.

 

The Specified Parties have agreed to and acknowledged that the procedures performed are appropriate to meet their intended purpose of assisting specified parties in evaluating the accuracy of the specified attributes in the Data File. This report may not be suitable for any other purpose. No other parties have agreed to or acknowledged the appropriateness of these procedures for the intended purpose or any other purpose.

 

The procedures performed may not address all the items of interest to a specified party of this report and may not meet the needs of all specified parties of this report and, as such, specified parties are responsible for determining whether the procedures performed are appropriate for their purposes. We make no representation regarding the appropriateness of the procedures either for the intended purpose or for any other purpose.

 

 

KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.

 

 

 

Unless otherwise stated, the following definitions have been adopted in presenting our procedures and findings:

 

·The term “compared” means compared to the information shown and found it to be in agreement, unless otherwise stated. Such compared information was deemed to be in agreement if differences were within the reporting threshold.
·The term “recomputed” means recalculated and compared the result to the information shown and found it to be in agreement, unless otherwise stated. Such recomputed information was deemed to be in agreement if differences were within the reporting threshold.
·The term “reporting threshold” means that dollar amounts and percentages were within $1.00 and 0.1%, respectively.
·The term "Provided by the Company”, when used in the “Source Document(s)” column of Attachment A, means we were instructed by the Company to assume the attribute is accurate and not perform any procedure.
·The term “Loan Files” means the copies of source documents provided by the Company and listed in Attachment A. Where the term “Draft” is used, it means source documents provided by the Company and listed in the Attachment A are in draft form and are not executed with signatures as of the date of this report. We make no representation regarding the validity or accuracy of these documents.
·The term “Compared Attributes” means the list of fields in the Data File which were selected by the Company for us to perform comparison procedures for and are listed in Attachment A.
·The term “Recomputed Attributes” means the list of fields in the Data File which were selected by the Company for us to perform recomputation procedures for and are listed in Attachment B.
·The term “Calculation Methodology” means the formula listed in the Calculation Methodology field of the Attachment B containing the calculation methodology for the Recomputed Attributes provided by the Company.
·The term “Provided Information” means the Loan Files, Calculation Methodology, and Cut-off Date.

 

Prior to being provided the Data File, we received one or more earlier versions of the data file on which to perform our procedures. In performing those procedures, we identified differences which were communicated to the Company. The Data File represents the revised information reflecting resolution of differences communicated as determined appropriate by the Company. We performed the procedures on the Data File, and the results of those procedures are reflected herein.

 

The procedures we were instructed by the Company to perform and the associated findings are as follows:

 

A.For the Mortgage Loan and Mortgaged Properties included in the Data File, we compared the Compared Attributes in the Data File (except for those with “Provided by the Company” in the “Source Document(s)” column of Attachment A) to the corresponding information included in the Loan Files. The Specified Parties indicated that the absence of any of the information in the Loan Files or the inability to agree the indicated information from the Data File to the Loan Files for each of the attributes identified, constituted an exception. The document priority is the order provided by the Company, which is listed in the “Source Document(s)” column in Attachment A, with the highest priority document listed first.

 

B.For the Mortgage Loan and Mortgaged Properties included in the Data File, we recomputed the Recomputed Attributes in the Data File using (i) the corresponding information contained in the Data File, and (ii) the Calculation Methodology.

2 

 

 

We were engaged by the Company to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants, which involves us performing the specific procedures agreed to and acknowledged above and reporting on findings based on performing those procedures. We were not engaged to, and did not, conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on the specified attributes in the Data File. 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.

 

We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.

 

The procedures performed were applied based on the information included in the Data File and Provided Information, without verification or evaluation of such information by us; therefore, we express no opinion or any other form of assurance regarding (i) the reasonableness of the information provided to us by the Company, (ii) the physical existence of the Mortgage Loan and related Mortgaged Properties, (iii) the reliability or accuracy of the Provided Information which was used in our procedures, or (iv) matters of legal interpretation.

 

The procedures performed were not intended to address, nor did they address: (i) the conformity of the origination of the Mortgage Loan to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) the value of collateral securing any such Mortgage Loan being securitized, (iii) the compliance of the originator of the Mortgage Loan with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the Mortgage Loan and related Mortgaged Properties that would be material to the likelihood that the issuer of the Certificates will pay interest and principal in accordance with applicable terms and conditions. The procedures performed were not intended to satisfy any criteria for due diligence published by the nationally recognized statistical rating organizations (“NRSROs”).

 

The terms of our engagement are such that we have no responsibility to update this report because of events and circumstances that may subsequently occur.

 

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

 

/s/ KPMG LLP

 

 

McLean, Virginia

July 12, 2024

 

3 

ATTACHMENT A

 

 

COMPARED ATTRIBUTES

 

 

Attribute Source Document(s)
Property Name Provided by the Company
Property Type Appraisal Report
Previous Securitization / Prior Debt Identifier Trepp screenshots, Underwriting File
Address Appraisal Report, Engineering Report, Title Policy
City Appraisal Report, Engineering Report
County Appraisal Report, Engineering Report
State Appraisal Report, Engineering Report
Zip Appraisal Report, Engineering Report
Market Appraisal Report, Underwriting File
Submarket Appraisal Report, Underwriting File
Year Built Appraisal Report, Engineering Report
Year Renovated Appraisal Report, Engineering Report
Total NRA Underwriting File
Unit of Measure Underwriting File
Occupancy (%) Underwriting File
Occupancy (%) Date Underwriting File
Lab SF Underwriting File
Office SF Underwriting File
Retail SF Underwriting File
47 Erie Street Parking Structure Property Parking Stalls Appraisal Report
% of NRA Leased to Investment Grade Tenants Underwriting File
% of UW Base Rent from Investment Grade Tenants Underwriting File
# of tenants Underwriting File
WA Lease Expiration Date Underwriting File
WA Lease Term Remaining Underwriting File

A-1 

ATTACHMENT A

 

 

Attribute Source Document(s)
Ownership Interest Title Policy
Senior Mortgage Loan Trust Closing Date Balance Provided by the Company
Senior Mortgage Loan Trust Maturity Date Balance Provided by the Company
Senior Mortgage Loan Companion Closing Date Balance Provided by the Company
Senior Mortgage Loan Companion Maturity Date Balance Provided by the Company
Total Senior Mortgage Loan Closing Date Balance Provided by the Company
Total Senior Mortgage Loan Maturity Date Balance Provided by the Company
Junior Mortgage Loan Closing Date Balance Provided by the Company
Junior Mortgage Loan Maturity Date Balance Provided by the Company
Whole Mortgage Loan Closing Date Balance Draft Loan Agreement, Promissory Note, Allocated Loan Amount Schedule
Whole Mortgage Loan Maturity Date Balance Draft Loan Agreement
Individual Appraised Value Date Appraisal Report
Aggregate Individual Appraised Value Appraisal Report
Engineering Report Provider Engineering Report
Engineering Report Date Engineering Report
Environmental Report Provider Environmental Report
Environmental Report Date Environmental Report
Phase II Required? Environmental Report
Seismic Zone Seismic Report, Engineering Report
PML % Seismic Report, Engineering Report
Origination Date Draft Loan Agreement
Senior Mortgage Loan Coupon Provided by the Company
Junior Mortgage Loan Coupon Provided by the Company
Whole Loan Coupon Provided by the Company
Interest Calculation (30/360 / Actual/360) Draft Loan Agreement

A-2 

ATTACHMENT A

 

 

Attribute Source Document(s)
Amort Type Draft Loan Agreement
Grace Period Draft Loan Agreement
First Loan Payment Date Draft Loan Agreement
Original Term to Maturity (Months) Draft Loan Agreement
Original Amortization Term (Months) Draft Loan Agreement
Original IO Term (Months) Draft Loan Agreement
Maturity Date Draft Loan Agreement
Lockbox Draft Loan Agreement
Cash Management Type Draft Loan Agreement
Cash Management Trigger Draft Loan Agreement
Administrative Fee Rate (%) Admin Fee Schedule
Prepayment Provision Draft Loan Agreement
Partial Release Allowed? Draft Loan Agreement
Property Release Description Draft Loan Agreement
Initial Tax Escrow Draft Loan Agreement
Ongoing Tax Escrow Monthly Draft Loan Agreement
Tax Escrow Springing Conditions Draft Loan Agreement
Initial Insurance Escrow Draft Loan Agreement
Ongoing Insurance Escrow Monthly Draft Loan Agreement
Insurance Escrow Springing Conditions Draft Loan Agreement
Initial Immediate Repairs Escrow Draft Loan Agreement
Initial CapEx Escrow Draft Loan Agreement
Ongoing Cap Ex Escrow Monthly Draft Loan Agreement
Cap Ex Escrow Springing Conditions Draft Loan Agreement
Initial TI/LC Escrow Draft Loan Agreement
Ongoing TI/LC Escrow Monthly Draft Loan Agreement
TI/LC Escrow Springing Conditions Draft Loan Agreement

A-3 

ATTACHMENT A

 

 

Attribute Source Document(s)
Initial Other Escrow Draft Loan Agreement
Ongoing Other Escrow Monthly Draft Loan Agreement
Ongoing Other Escrow Springing Condition Draft Loan Agreement
Other Escrow Description Draft Loan Agreement
Largest Tenant (by UW Gross Rent) Tenant Name Underwriting File, Lease
Largest Tenant (by UW Gross Rent) Lease Exp. Underwriting File, Lease
Largest Tenant (by UW Gross Rent) NRA Underwriting File, Lease
Largest Tenant (by UW Gross Rent) % of NRA Underwriting File
Largest Tenant (by UW Gross Rent) UW Base Rent Underwriting File
Largest Tenant (by UW Gross Rent) UW Gross Rent Underwriting File
2nd Largest Tenant (by UW Gross Rent) Tenant Name Underwriting File, Lease
2nd Largest Tenant (by UW Gross Rent) Lease Exp. Underwriting File, Lease
2nd Largest Tenant (by UW Gross Rent) NRA Underwriting File, Lease
2nd Largest Tenant (by UW Gross Rent) % of NRA Underwriting File
2nd Largest Tenant (by UW Gross Rent) UW Base Rent Underwriting File
2nd Largest Tenant (by UW Gross Rent) UW Gross Rent Underwriting File
3rd Largest Tenant (by UW Gross Rent) Tenant Name Underwriting File, Lease
3rd Largest Tenant (by UW Gross Rent) Lease Exp. Underwriting File, Lease
3rd Largest Tenant (by UW Gross Rent) % of NRA Underwriting File
3rd Largest Tenant (by UW Gross Rent) NRA Underwriting File, Lease
3rd Largest Tenant (by UW Gross Rent) UW Base Rent Underwriting File
3rd Largest Tenant (by UW Gross Rent) UW Gross Rent Underwriting File
Base Rent 2021 Underwriting File
Base Rent 2022 Underwriting File

A-4 

ATTACHMENT A

 

 

Attribute Source Document(s)
Base Rent 2023 Underwriting File
Base Rent March 2024 TTM Underwriting File
Base Rent UW Underwriting File
Rent Steps 2021 Underwriting File
Rent Steps 2022 Underwriting File
Rent Steps 2023 Underwriting File
Rent Steps March 2024 TTM Underwriting File
Rent Steps UW Underwriting File
Credit Rent Steps 2021 Underwriting File
Credit Rent Steps 2022 Underwriting File
Credit Rent Steps 2023 Underwriting File
Credit Rent Steps March 2024 TTM Underwriting File
Credit Rent Steps UW Underwriting File
Recoveries 2021 Underwriting File
Recoveries 2022 Underwriting File
Recoveries 2023 Underwriting File
Recoveries March 2024 TTM Underwriting File
Recoveries UW Underwriting File
Potential Income from Vacant Space 2021 Underwriting File
Potential Income from Vacant Space 2022 Underwriting File
Potential Income from Vacant Space 2023 Underwriting File
Potential Income from Vacant Space March 2024 TTM Underwriting File
Potential Income from Vacant Space UW Underwriting File
Gross Potential Rent 2021 Underwriting File
Gross Potential Rent 2022 Underwriting File
Gross Potential Rent 2023 Underwriting File

A-5 

ATTACHMENT A

 

 

Attribute Source Document(s)
Gross Potential Rent March 2024 TTM Underwriting File
Gross Potential Rent UW Underwriting File
Economic Vacancy & Credit Loss 2021 Underwriting File
Economic Vacancy & Credit Loss 2022 Underwriting File
Economic Vacancy & Credit Loss 2023 Underwriting File
Economic Vacancy & Credit Loss March 2024 TTM Underwriting File
Economic Vacancy & Credit Loss UW Underwriting File
Other Income 2021 Underwriting File
Other Income 2022 Underwriting File
Other Income 2023 Underwriting File
Other Income March 2024 TTM Underwriting File
Other Income UW Underwriting File
Parking 2021 Underwriting File
Parking 2022 Underwriting File
Parking 2023 Underwriting File
Parking March 2024 TTM Underwriting File
Parking UW Underwriting File
Effective Gross Income 2021 Underwriting File
Effective Gross Income 2022 Underwriting File
Effective Gross Income 2023 Underwriting File
Effective Gross Income March 2024 TTM Underwriting File
Effective Gross Income UW Underwriting File
Management Fee 2021 Underwriting File
Management Fee 2022 Underwriting File
Management Fee 2023 Underwriting File
Management Fee March 2024 TTM Underwriting File
Management Fee UW Underwriting File

A-6 

ATTACHMENT A

 

 

Attribute Source Document(s)
Utilities 2021 Underwriting File
Utilities 2022 Underwriting File
Utilities 2023 Underwriting File
Utilities March 2024 TTM Underwriting File
Utilities UW Underwriting File
G&A 2021 Underwriting File
G&A 2022 Underwriting File
G&A 2023 Underwriting File
G&A March 2024 TTM Underwriting File
G&A UW Underwriting File
Payroll 2021 Underwriting File
Payroll 2022 Underwriting File
Payroll 2023 Underwriting File
Payroll March 2024 TTM Underwriting File
Payroll UW Underwriting File
Repairs & Maintenance 2021 Underwriting File
Repairs & Maintenance 2022 Underwriting File
Repairs & Maintenance 2023 Underwriting File
Repairs & Maintenance March 2024 TTM Underwriting File
Repairs & Maintenance UW Underwriting File
Janitorial 2021 Underwriting File
Janitorial 2022 Underwriting File
Janitorial 2023 Underwriting File
Janitorial March 2024 TTM Underwriting File
Janitorial UW Underwriting File
Real Estate Taxes 2021 Underwriting File
Real Estate Taxes 2022 Underwriting File

A-7 

ATTACHMENT A

 

 

Attribute Source Document(s)
Real Estate Taxes 2023 Underwriting File
Real Estate Taxes March 2024 TTM Underwriting File
Real Estate Taxes UW Underwriting File
Insurance 2021 Underwriting File
Insurance 2022 Underwriting File
Insurance 2023 Underwriting File
Insurance March 2024 TTM Underwriting File
Insurance UW Underwriting File
Total Operating Expenses 2021 Underwriting File
Total Operating Expenses 2022 Underwriting File
Total Operating Expenses 2023 Underwriting File
Total Operating Expenses March 2024 TTM Underwriting File
Total Operating Expenses UW Underwriting File
Net Operating Income 2021 Underwriting File
Net Operating Income 2022 Underwriting File
Net Operating Income 2023 Underwriting File
Net Operating Income March 2024 TTM Underwriting File
Net Operating Income UW Underwriting File
Replacement Reserves 2021 Underwriting File
Replacement Reserves 2022 Underwriting File
Replacement Reserves 2023 Underwriting File
Replacement Reserves March 2024 TTM Underwriting File
Replacement Reserves UW Underwriting File
Tenant Improvements and Leasing Commissions 2021 Underwriting File
Tenant Improvements and Leasing Commissions 2022 Underwriting File

A-8 

ATTACHMENT A

 

 

Attribute Source Document(s)
Tenant Improvements and Leasing Commissions 2023 Underwriting File
Tenant Improvements and Leasing Commissions March 2024 TTM Underwriting File
Tenant Improvements and Leasing Commissions UW Underwriting File
Net Cash Flow 2021 Underwriting File
Net Cash Flow 2022 Underwriting File
Net Cash Flow 2023 Underwriting File
Net Cash Flow March 2024 TTM Underwriting File
Net Cash Flow UW Underwriting File

A-9 

ATTACHMENT B

 

 

RECOMPUTED ATTRIBUTES

 

Attribute Calculation Methodology
Aggregate Individual Appraised Value per SF Aggregate Individual Appraised Value divided by Total NRA, excluding Property Name, 47 Erie Street Parking Structure
Senior Mortgage Loan Trust Closing Date Balance per SF Senior Mortgage Loan Trust Closing Date Balance divided by Total NRA, excluding Property Name, 47 Erie Street Parking Structure
% of Senior Mortgage Loan Trust Closing Date Balance Senior Mortgage Loan Trust Closing Date Balance divided by the aggregate sum of each Senior Mortgage Loan Trust Closing Date Balance
Senior Mortgage Loan Companion Closing Date Balance per SF Senior Mortgage Loan Companion Closing Date Balance divided by Total NRA, excluding Property Name, 47 Erie Street Parking Structure
% of Senior Mortgage Loan Companion Closing Date Balance Senior Mortgage Loan Companion Closing Date Balance divided by the aggregate sum of each Senior Mortgage Loan Companion Closing Date Balance
Total Senior Mortgage Loan Closing Date Balance per SF Total Senior Mortgage Loan Closing Date Balance divided by Total NRA, excluding Property Name, 47 Erie Street Parking Structure
% of Total Senior Mortgage Loan Closing Date Balance Total Senior Mortgage Loan Closing Date Balance divided by the aggregate sum of each Total Senior Mortgage Loan Closing Date Balance
Junior Mortgage Loan Closing Date Balance per SF Junior Mortgage Loan Closing Date Balance divided by Total NRA, excluding Property Name, 47 Erie Street Parking Structure
% of Junior Mortgage Loan Closing Date Balance Junior Mortgage Loan Closing Date Balance divided by the aggregate sum of each Junior Mortgage Loan Closing Date Balance
Whole Mortgage Loan Closing Date Balance per SF Whole Mortgage Loan Closing Date Balance divided by Total NRA, excluding Property Name, 47 Erie Street Parking Structure
% of Whole Mortgage Loan Closing Date Balance Whole Mortgage Loan Closing Date Balance divided by the aggregate sum of each Whole Mortgage Loan Closing Date Balance
Senior Mortgage Trust Loan Monthly Debt Service Payment Senior Mortgage Loan Trust Annual Debt Service Payment divided by 12
Senior Mortgage Loan Trust Annual Debt Service Payment Product of i) Senior Mortgage Loan Coupon, ii) Senior Mortgage Loan Trust Closing Date Balance, and iii) 365/360

B-1 

ATTACHMENT B

 

 

Attribute Calculation Methodology
Total Senior Mortgage Loan Monthly Debt Service Payment Total Senior Mortgage Loan Annual Debt Service Payment divided by 12
Total Senior Mortgage Loan Annual Debt Service Payment Product of i) Senior Mortgage Loan Coupon, ii) Total Senior Mortgage Loan Closing Date Balance, and iii) 365/360
Junior Loan Monthly Debt Service Payment Junior Loan Annual Debt Service Payment divided by 12
Junior Loan Annual Debt Service Payment Product of i) Junior Mortgage Loan Coupon, ii) Junior Mortgage Loan Closing Date Balance, and iii) 365/360
Whole Loan Monthly Debt Service Payment Whole Loan Annual Debt Service Payment divided by 12
Whole Loan Annual Debt Service Payment Product of i) Whole Loan Coupon, ii) Whole Mortgage Loan Closing Date Balance, and iii) 365/360
Seasoning Number of payments between and including the First Loan Payment Date and the Cut-off Date
Remaining Term to Maturity (Months) Original Term to Maturity (Months) minus Seasoning
Remaining Amortization Term (Months) Original Amortization Term (Months) minus Seasoning
Remaining IO Term (Months) Original IO Term (Months) minus Seasoning
Senior Mortgage Loan Closing Date LTV (Aggregate Individual As-is Values) Total Senior Mortgage Loan Closing Date Balance divided by Aggregate Individual Appraised Value
Senior Mortgage Loan Balloon LTV (Aggregate Individual As-is Values) Total Senior Mortgage Loan Maturity Date Balance divided by Aggregate Individual Appraised Value
Whole Mortgage Loan Closing Date LTV (Aggregate Individual Values) Whole Mortgage Loan Closing Date Balance divided by Aggregate Individual Appraised Value
Whole Mortgage Loan Balloon LTV (Aggregate Individual Values) Whole Mortgage Loan Maturity Date Balance divided by Aggregate Individual Appraised Value
Senior Mortgage Loan UW NOI Debt Yield Net Operating Income UW divided by Total Senior Mortgage Loan Closing Date Balance
Senior Mortgage Loan UW NCF Debt Yield Net Cash Flow UW divided by Total Senior Mortgage Loan Closing Date Balance
Whole Mortgage Loan UW NOI Debt Yield Net Operating Income UW divided by Whole Mortgage Loan Closing Date Balance

B-2 

ATTACHMENT B

 

 

Attribute Calculation Methodology
Whole Mortgage Loan UW NCF Debt Yield Net Cash Flow UW divided by Whole Mortgage Loan Closing Date Balance
Senior Mortgage Loan UW NOI DSCR Net Operating Income UW divided by Total Senior Mortgage Loan Annual Debt Service Payment
Senior Mortgage Loan UW NCF DSCR Net Cash Flow UW divided by Total Senior Mortgage Loan Annual Debt Service Payment
Whole Mortgage Loan UW NOI DSCR Net Operating Income UW divided by Whole Loan Annual Debt Service Payment
Whole Mortgage Loan UW NCF DSCR Net Cash Flow UW divided by Whole Loan Annual Debt Service Payment

 

B-3