EX-99.1 2 a102017-1_ex991.htm INDEPENDENT ACCOUNTANTS? REPORT ON APPLYING AGREED-UPON PROCEDURES
Exhibit 99.1
 
 
Deloitte & Touche LLP
Suite 400
Harborside Plaza 10
Jersey City, NJ 07311
USA

Tel:   +1 212 937 8200
Fax:  +1 212 937 8298
www.deloitte.com
 
A10 Capital, LLC
400 E. Las Colinas Blvd., Suite 1000
Irving, Texas 75039



Independent Accountants' Report
on Applying Agreed-Upon Procedures
 
We have performed the procedures described below, which were agreed to by A10 Capital, LLC (the "Company") and Deutsche Bank Securities Inc. and Natixis Securities Americas LLC (together with the Company, the "Specified Parties") related to their evaluation of certain information with respect to a portfolio of commercial mortgage loans in connection with proposed offering of A10 Term Asset Financing 2017-1, LLC.

The Company is responsible for the information provided to us, including the information set forth in the Data File (as defined herein). The sufficiency of these procedures is solely the responsibility of the Specified Parties of this report.  Consequently, we make no representations regarding the sufficiency of the procedures described below, either for the purpose for which this report has been requested or for any other purpose.
 
Capitalized terms used but not defined herein have the meanings ascribed to them in "The Bond Market Association's Standard Formulas for the Analysis of Mortgage-Backed Securities and Other Related Securities."

LOAN FILE REVIEW PROCEDURES

On July 26, 2017, representatives of the Company provided us with a computer-generated commercial mortgage loan data file and related record layout (the "Data File") containing data, as represented to us by representatives of the Company, as of the later of (i) June 5, 2017 or (ii) the origination date for the related Underlying Loan (for each Underlying Loan, the "Cutoff Date") with respect to 30 commercial mortgage loans (the "Underlying Loans") that are secured by 52 mortgaged properties (the "Mortgaged Properties").

Representatives of the Company provided us with the Source Documents (as defined and indicated in the attached Appendix) related to the Underlying Loans and their related Mortgaged Properties.

We were not requested to perform, and we did not perform, any procedures with respect to the preparation or verification of any of the information set forth on the Source Documents and we make no representations concerning the accuracy or completeness of any of the information contained therein.  In certain instances, our procedures were performed using data imaged facsimiles or photocopies of the Source Documents.  In addition, we make no representations as to whether the Source Documents are comprehensive or valid instruments or reflect the current prevailing terms with respect to the corresponding Underlying Loans and their related Mortgaged Properties.
 
 
 
 
 
Member of
Deloitte Touche Tohmatsu Limited

At your request, for each of the Underlying Loans and their related Mortgaged Properties set forth on the Data File, we compared certain characteristics set forth on the Data File (the "Characteristics," as listed in the attached Appendix) to the corresponding information set forth on or derived from the corresponding Source Documents and found them to be in agreement.

******

We make no representations as to the (i) actual characteristics or existence of the underlying documents or data comprising the Underlying Loans and the related Mortgaged Properties underlying the Data File or the conformity of their characteristics with those assumed for purposes of the procedures described herein, (ii) existence or ownership of the Underlying Loans or the related Mortgaged Properties or (iii) reasonableness of any of the aforementioned information, assumptions and methodologies provided to us.

It should be understood that we make no representations as to questions of legal interpretation or as to the sufficiency for your purposes of the procedures enumerated in the preceding paragraphs.  Also, such procedures would not necessarily reveal any material misstatement of the information referred to above.  We have no responsibility to update this report for events and circumstances that occur subsequent to the date of this report.

This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants.  We were not engaged to conduct, and did not conduct, an (i) audit conducted in accordance with generally accepted auditing standards or (ii) examination or a review conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, the objective of which would be the expression of an opinion or conclusion, respectively on the accompanying information.  Accordingly, we do not express such an opinion or conclusion, or any other form of assurance, including reasonable assurance.  Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.

None of the engagement, procedures or report was intended to address, nor did they address, the (i) conformity of the origination of the assets to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) value of collateral securing such assets or (iii) compliance of the originator of the assets with federal, state, and local laws and regulations.

None of the engagement, procedures or report were intended to satisfy, nor did they satisfy, any criteria for due diligence published by a nationally recognized statistical rating organization.

This report is intended solely for the information and use of the Specified Parties and is not intended to be and should not be used by anyone other than these Specified Parties.

Yours truly,

/s/ Deloitte & Touche LLP

July 27, 2017
 

Appendix
 
 
Source Documents
 
For purposes of performing the agreed-upon procedures described herein and at your request, we relied upon the following source documents as provided to us by representatives of the Company, with respect to each of the Underlying Loans and the related Mortgaged Properties (the "Source Documents").

Loan Agreement, promissory notes, consolidated, amended and restated promissory notes, modification agreements, indentures,  purchase and sale agreements, mortgage, deed of trusts, reserve agreements and loan extension agreement (collectively, the "Loan Agreement");

Subordinate Loan Agreement, subordinate promissory note, promissory note splitter or b-note, (collectively, "Subordinate Loan Document");

The closing statements, settlement statements or servicing system screen prints (collectively, the "Closing Statement");

The real estate property appraisal report at origination (the "Initial Appraisal Report");

The most recent real estate property appraisal report available as of the Cutoff Date or if not available, the Initial Appraisal Report (the "Most Recent Appraisal Report");

The property engineering report (the "PCA Report");

The property engineering peer review report (the "PCA Peer Review Report");

The phase I environmental report (the "Phase I Report");

The phase I environmental peer review report (the "Phase I Peer Review Report");

The phase II environmental report (the "Phase II Report");

The phase II environmental peer review report (the "Phase II Peer Review Report");

The seismic report (the "Seismic Report");

The seismic peer review report (the "Seismic Peer Review Report");

Borrower rent rolls, underwritten rent rolls, tenant leases, lease abstracts, lease summaries or lease estoppels (collectively, the "Rent Roll");

The title policies or pro-forma title policies (collectively, the "Title Policy");

The underwritten financial summaries and operating statements (collectively, the "Operating Statement");

The underwritten net operating income statements from A10 Capital (collectively, the "A10 Net Operating Income Statement");

The United States Census Bureau web-site (www.census.gov) (the "Census Website");

The escrow tracking electronic files (the "Escrow Spreadsheet"); and

Servicer reports and electronic files (collectively, the "McCracken Loan Servicing").
 

 
 
Characteristic
Source Documents
1
Prospectus ID Number (Rank by Issuance Balance)
Identification purposes only
2
Property Name
Identification purposes only
3
Originator
Loan Agreement
4
Servicer
None – A10 Capital servicer provided
5
Cross Collateralized (Y/N)
Loan Agreement
6
Related Sponsor
Loan Agreement
7
Property City
Most Recent Appraisal Report
8
Property State
Most Recent Appraisal Report
9
Property Zip
Most Recent Appraisal Report
10
Metropolitan Statistical Area
Most Recent Appraisal Report
11
Market Type (Primary/Secondary/Tertiary)
Calculation – see procedures below
12
Property Type
Most Recent Appraisal Report
13
Building Subtype
Most Recent Appraisal Report
14
Building Class
Most Recent Appraisal Report
15
Year Built
Most Recent Appraisal Report
16
Year Renovated
Most Recent Appraisal Report
17
Square Footage
Most Recent Appraisal Report/ Rent Roll
18
Units
Most Recent Appraisal Report/ Rent Roll
19
Occupancy at Close (%)
Initial Appraisal Report/ Rent Roll
20
Cutoff Date Occupancy (%)
Rent Roll
21
Most Recent Occupancy As of Date
Rent Roll
22
Principal Balance or Allocated Loan Amount at Origination
Loan Agreement
23
Total Future Advance Obligations at Origination
Loan Agreement
24
TI/LC Future Advance Obligations at Origination
Loan Agreement
25
Total Commitment at Origination
Calculation – see procedures below
26
Cutoff Date Principal Balance or Allocated Loan Amount
McCracken Loan Servicing
27
Cutoff Date Total Future Advance Obligations
Calculation – see procedures below
28
Cutoff Date Total CapEx Future Advance Obligations
McCracken Loan Servicing
29
Cutoff Date Total TI/LC Future Advance Obligations
McCracken Loan Servicing
30
Cutoff Date Total Rollover Future Advance Obligations
McCracken Loan Servicing
31
Cutoff Date Total Earnout Future Advance Obligations
McCracken Loan Servicing
32
Cutoff Date Total Interest Future Advance Obligations
McCracken Loan Servicing
33
Cutoff Date Total Other Future Advance Obligations
McCracken Loan Servicing
34
Cutoff Date Total Commitment
Calculation – see procedures below
35
Release Price (% of principal)
Loan Agreement
36
Origination Date
Loan Agreement
37
First Payment Date
Loan Agreement
38
Next Payment Due Date (as of Cutoff Date)
McCracken Loan Servicing
39
Maturity Date
Loan Agreement
40
Original Term (months)
Calculation – see procedures below
41
Term as of Cutoff Date (months)
Calculation – see procedures below
 
 

 
 
Characteristic
Source Documents
42
Remaining Term (months)
Calculation – see procedures below
43
Extension Options (months)
Loan Agreement
44
Exercised Extension Options (months)
Loan Agreement
45
Payment String (12 months)
McCracken Loan Servicing
46
Amortization Type
Loan Agreement
47
Original Interest Only Period (months)
Loan Agreement
48
Remaining Interest Only Period (months) (as of Cutoff Date)
Calculation – see procedures below
49
Interest Rate Type (Fixed/ Floating)
Loan Agreement
50
Fixed Rate
Loan Agreement
51
Floating Rate Spread
Loan Agreement
52
Floating Rate Index
Loan Agreement
53
Floating Rate Floor
Loan Agreement
54
Cutoff Date Interest Rate
Calculation – see procedures below
55
Interest Accrual Method
Loan Agreement
56
Spread Upon Rate Reset
Loan Agreement
57
Floating Rate Reset Date
Loan Agreement
58
Floating Rate Reset Cap
Loan Agreement
59
Rate Reset Frequency (months)
Loan Agreement
60
Credit Amended Loan (Y/N)
Loan Agreement
61
Loss Mitigation Modification Since Origination (Y/N)
Loan Agreement
62
Loan Purpose
Closing Statement
63
Loan Type
Loan Agreement
64
Lien Position
Title Policy
65
Primary Collateral (Loan/Property)
Loan Agreement
66
Security Interest (Fee/Leasehold)
Title Policy
67
Ground Lease (Y/N)
Title Policy
68
Multiple Borrowing SPEs (Y/N)
Loan Agreement
69
Purchase Price Paid by Borrower
Loan Agreement/ Closing Statement
70
Borrower's Cash Equity in Property
Closing Statement
71
Subordinate Debt
Subordinate Loan Document
72
Subordinate Debt Type
Subordinate Loan Document
73
Replacement Cost of Building
Most Recent Appraisal Report
74
Replacement Cost Source
Most Recent Appraisal Report
75
Exit Fee
Loan Agreement
76
Prepayment Provisions
Loan Agreement
77
Interest Reserves at Origination
Closing Statement/ Loan Agreement
78
Tax & Insurance Escrows at Origination
Closing Statement/ Loan Agreement
79
Cap Ex Reserves at Origination
Closing Statement/ Loan Agreement
80
TI/LC Reserves at Origination
Closing Statement/ Loan Agreement
81
Rollover Reserves at Origination
Closing Statement/ Loan Agreement
82
Other Escrow and Reserves at Origination
Closing Statement/ Loan Agreement
 

 
 
Characteristic
Source Documents
83
Cutoff Date Interest Reserves
McCracken Loan Servicing/ Escrow Spreadsheet
84
Cutoff Date Tax & Insurance Escrows
McCracken Loan Servicing/ Escrow Spreadsheet
85
Cutoff Date Cap Ex Escrows
McCracken Loan Servicing/ Escrow Spreadsheet
86
Cutoff Date TI/LC Reserves
McCracken Loan Servicing/ Escrow Spreadsheet
87
Cutoff Date Rollover Reserves
McCracken Loan Servicing/ Escrow Spreadsheet
88
Cutoff Date Other Escrows and Reserves
McCracken Loan Servicing/ Escrow Spreadsheet
89
Initial Appraisal Date
Initial Appraisal Report
90
As-Is Appraised Value (Initial Appraisal at Origination)
Initial Appraisal Report
91
As-Is Appraised LTV (Initial Appraisal at Origination)
Calculation – see procedures below
92
As-Is Appraised NOI (Initial Appraisal at Origination)
Initial Appraisal Report
93
Stabilized Appraised Value (Initial Appraisal at Origination)
Initial Appraisal Report
94
Stabilized Appraised LTV (Initial Appraisal at Origination)
Calculation – see procedures below
95
Stabilized Appraised NOI (Initial Appraisal at Origination)
Initial Appraisal Report
96
Stabilized Appraised Debt Yield (Initial Appraisal at Origination)
Calculation – see procedures below
97
Stabilized Occupancy (Initial Appraisal at Origination)
Initial Appraisal Report
98
Stabilized Date (Initial Appraisal at Origination)
Initial Appraisal Report
99
Stabilized Cap Rate (Initial Appraisal at Origination)
Initial Appraisal Report
100
Appraised Expenses per SF
Most Recent Appraisal Report
101
Cutoff Date Appraisal Date
Most Recent Appraisal Report
102
As-Is Appraised Value (Most Recent Appraisal)
Most Recent Appraisal Report
103
As-Is Appraised LTV (Most Recent Appraisal)
Calculation – see procedures below
104
Stabilized Appraised Value (Most Recent Appraisal)
Most Recent Appraisal Report
105
Stabilized Appraised LTV (Most Recent Appraisal)
Calculation – see procedures below
106
Stabilized Appraised NOI (Most Recent Appraisal)
Most Recent Appraisal Report
107
Stabilized Appraised Debt Yield (Most Recent Appraisal)
Calculation – see procedures below
108
Stabilized Appraised DSCR (Most Recent Appraisal)
Calculation – see procedures below
109
Cutoff Date Phase I Date
Phase I Report
110
Cutoff Date Phase I Review Date
Phase I Peer Review Report
111
Cutoff Date Phase II Date
Phase II Report
112
Cutoff Date Phase II Review Date
Phase II Peer Review Report
113
Cutoff Date PCA Date
PCA Report
114
Cutoff Date PCA Review Date
PCA Peer Review Report
115
Cutoff Date Seismic Assessment Date
Seismic Report
116
Cutoff Date Seismic Review Date
Seismic Peer Review Report
117
NOI At Original Underwriting
Operating Statement
118
A10 Underwritten NOI
A10 Net Operating Income Statement
119
NOI (Cutoff Date)
Operating Statement
120
Cutoff Date NOI as of Date
Operating Statement
121
NOI Calculation Method
Operating Statement
122
Date of Cutoff Date Property Financials
Operating Statement
123
Debt Yield (Cutoff Date Financials)
Calculation – see procedures below
 
 

 
 
Characteristic
Source Documents
124
DSCR (Cutoff Date Financials)
Calculation – see procedures below
125
Largest Tenant (>10% of total sq. ft.)
Rent Roll
126
Largest Tenant Square Feet
Rent Roll
127
Largest Tenant % of Total Square Feet
Calculation – see procedures below
128
Largest Tenant Lease Expiration
Rent Roll
129
2nd Largest Tenant (>10% of total sq. ft.)
Rent Roll
130
2nd Largest Tenant Square Feet
Rent Roll
131
2nd Largest Tenant % of Total Square Feet
Calculation – see procedures below
132
2nd Largest Tenant Lease Expiration
Rent Roll
133
3rd Largest Tenant (>10% of total sq. ft.)
Rent Roll
134
3rd Largest Tenant Square Feet
Rent Roll
135
3rd Largest Tenant % of Total Square Feet
Calculation – see procedures below
136
3rd Largest Tenant Lease Expiration
Rent Roll
 
 
With respect to Characteristic 11, we ascertained the Market Type (Primary/Secondary/Tertiary) using the population (obtained from the Census Website) for the related Metropolitan Statistical Area (MSA) (as set forth on the Most Recent Appraisal Report). For any MSA population (i) greater than or equal to 1,000,000, the Market Type is considered to be "Primary," (ii) less than 1,000,000 but greater than or equal to 250,000, the Market Type is considered to be "Secondary" and (iii) less than 250,000, the Market Type is considered to be "Tertiary."

With respect to Characteristic 25, we recomputed the Total Commitment at Origination by adding the (i) Principal Balance or Allocated Loan Amount at Origination and (ii) Total Future Advance Obligations at Origination.

With respect to Characteristic 27, we recomputed the Cutoff Date Total Future Advance Obligations by adding the (i) Cutoff Date Total CapEx Future Advance Obligations, (ii) Cutoff Date Total TI/LC Future Advance Obligations, (iii) Cutoff Date Total Rollover Future Advance Obligations, (iv) Cutoff Date Total Earnout Future Advance Obligations, (v) Cutoff Date Total Interest Future Advance Obligations and (vi) Cutoff Date Total Other Future Advance Obligations.

With respect to Characteristic 34, we recomputed the Cutoff Date Total Commitment by adding the (i) Cutoff Date Principal Balance or Allocated Loan Amount and (ii) Cutoff Date Total Future Advance Obligations.

With respect to Characteristic 40, we recomputed the Original Term (months) as the difference between (i) the number of payment dates from and inclusive of the First Payment Date to and inclusive of the Maturity Date and (ii) the Exercised Extension Options (months).

With respect to Characteristic 41, we recomputed the Term as of Cutoff Date (months) by adding the (i) Original Term (months) and (ii) Exercised Extension Options (months).

With respect to Characteristic 42, we recomputed the Remaining Term (months) by subtracting the (i) Seasoning (as determined herein) from (ii) Original Term (months).

We recomputed the Seasoning by determining the number of payments, if any, from and inclusive of the First Payment Date to and inclusive of the respective Cutoff Date.
 

 
With respect to Characteristic 48, we recomputed the Remaining Interest Only Period (months) (as of Cutoff Date) (if applicable) by subtracting the (i) Seasoning (as determined above) from (ii) Original Interest Only Period (months).

With respect to Characteristic 54, we recomputed the Cutoff Date Interest Rate as the sum of (i) the Floating Rate Spread and (ii) (x) for Underlying Loans whose Mortgage Loans Floating Rate Index is "1 month LIBOR," an assumed LIBOR rate of 1.05% or (y) for Underlying Loans whose Mortgage Loans Floating Rate Index is "3 month LIBOR," an assumed LIBOR rate of 1.20%.

With respect to Characteristic 91, we recomputed the As-Is Appraised LTV (Initial Appraisal at Origination) by dividing the (i) Principal Balance or Allocated Loan Amount at Origination by (ii) As-Is Appraised Value (Initial Appraisal at Origination).

With respect to Characteristic 94, we recomputed the Stabilized Appraised LTV (Initial Appraisal at Origination) by dividing the (i) Total Commitment at Origination  by (ii) Stabilized Appraised Value (Initial Appraisal at Origination).

With respect to Characteristic 96, we recomputed the Stabilized Appraised Debt Yield (Initial Appraisal at Origination) by dividing the (i) Stabilized Appraised NOI (Initial Appraisal at Origination) by (ii) Total Commitment at Origination.

With respect to Characteristic 103, we recomputed the As-Is Appraised LTV (Most Recent Appraisal) by dividing the (i) Cutoff Date Principal Balance or Allocated Loan Amount by (ii) As-Is Appraised Value (Most Recent Appraisal).

With respect to Characteristic 105, we recomputed the Stabilized Appraised LTV (Most Recent Appraisal) by dividing the (i) Cutoff Date Total Commitment by (ii) Stabilized Appraised Value (Most Recent Appraisal).

With respect to Characteristic 107, we recomputed the Stabilized Appraised Debt Yield (Most Recent Appraisal) by dividing the (i) Stabilized Appraised NOI (Most Recent Appraisal)  by (ii) Cutoff Date Total Commitment.

With respect to Characteristic 108, we recomputed the Stabilized Appraised DSCR (Most Recent Appraisal) by dividing the (i) Stabilized Appraised NOI (Most Recent Appraisal) by (ii) Total Commitment Annual Debt Service (as determined herein).

We recomputed the Total Commitment Annual Debt Service:
·
for interest-only Underlying Loans, as the product of (i) the Cutoff Date Total Commitment, (ii) the Cutoff Date Interest Rate and (iii) 365/360; and

·
for the non-interest only Underlying Loans, the sum of (i) the product of (a) the fixed principal payment (as set forth on the Loan Agreement) and (b) 12 and (ii) sum of twelve consecutive months of interest payments beginning with the Next Payment Date, calculated as the product of (a) the total commitment balance at the beginning of such payment date, (b) the Cutoff Date Interest Rate and (c) a fraction equal to (x) the actual number of days from and including the previous payment date to the current payment date over (y) 360.

With respect to Characteristic 123, we recomputed the Debt Yield (Cutoff Date Financials) by dividing the (i) NOI (Cutoff Date) by (ii) Cutoff Date Principal Balance or Allocated Loan Amount.

With respect to Characteristic 124, we recomputed the DSCR (Cutoff Date Financials) by dividing the (i) NOI (Cutoff Date) by (ii) Total Current Annual Debt Service (as determined herein).
 

We recomputed the Total Current Annual Debt Service:
·
for interest-only Underlying Loans, as the product of (i) the Cutoff Date Principal Balance or Allocated Loan Amount, (ii) the Cutoff Date Interest Rate and (iii) 365/360; and

·
for the non-interest only Underlying Loans, the sum of (i) the product of (a) the fixed principal payment (as set forth on the Loan Agreement) and (b) 12 and (ii) sum of twelve consecutive months of interest payments beginning with the Next Payment Date, calculated as the product of  (a) the principal balance or allocated loan amount at the beginning of such payment date, (b) the Cutoff Date Interest Rate and (c) a fraction equal to (x) the actual number of days from and including the previous payment date to the current payment date over (y) 360.

With respect to Characteristic 127, we recomputed the Largest Tenant % of Total Square Feet by dividing the (i) Largest Tenant Square Feet by (ii) Square Footage.

With respect to Characteristic 131, we recomputed the 2nd Largest Tenant % of Total Square Feet by dividing the (i) 2nd Largest Tenant Square Feet by (ii) Square Footage.

With respect to Characteristic 135, we recomputed the 3rd Largest Tenant % of Total Square Feet by dividing the (i) 3rd Largest Tenant Square Feet by (ii) Square Footage.