EX-1 2 exh_1.htm INDEPENDENT ACCOUNTANTS' REPORT

Exhibit 1

 

 

Report of Independent Accountants on Applying

Agreed-Upon Procedures

 

November 22, 2017

 

Banc of America Merrill Lynch Large Loan, Inc. (the “Company”)

One Bryant Park 
New York, NY 10036

 

Ladies and Gentlemen:

 

We (“us” or “PwC”) have performed the procedures enumerated below, which were agreed to by the addressee of this report Bank of America, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, who are collectively referred to herein as the “Specified Parties”, solely to assist you on the procedures enumerated below with respect to the Commercial Mortgage Pass-Through Certificates, Series 2017-SCH transaction (the “Transaction”). The Company is responsible for the accuracy of the information contained in the Final Data File (the “Responsible Party”). The sufficiency of these procedures is solely the responsibility of the Specified Parties. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose.

 

Procedures and Findings

 

In connection with the Transaction, the Specified Parties have requested that the procedures be performed on the collateral within the Transaction.

 

This agreed-upon procedures engagement was not conducted for the purpose of satisfying any criteria for due diligence published by a nationally recognized statistical rating organization.

 

In addition, PwC should not be regarded as having in any way warranted or given any assurance as to the following items:

 

•The completeness, accuracy, appropriateness, quality or integrity of any of the information provided by the Responsible Party, or any other party for purposes of PwC performing the procedures agreed to by the Specified Parties. The procedures performed would not necessarily reveal any material misstatement of the amounts, balances, ratios, percentages or other relationships of the information included in the data provided to us;

 

•The conformity of the origination of the assets to stated underwriting or credit extension guidelines, standards, criteria or other requirements;

 

•The value of collateral securing such assets; and

 

•The compliance of the originator of the assets with federal, state, and local laws and regulations.

 

We have not performed any procedures with respect to the fair value of the securities being offered in the Transaction and PwC expresses no opinion on the current fair value of these securities. PwC should not be regarded as having performed any procedures other than those detailed in this report.

 

 
PricewaterhouseCoopers LLP, 300 Madison Avenue New York NY 10017
T:  (646) 471-3000, F:  813-286-6000  www.pwc.com		 1

 

 

 
 

 

 

 

With respect to any terms or requirements of the Offering Documents that do not appear in the exhibits, we performed no procedures and, accordingly, the procedures we performed would not ensure that any requirements are satisfied. Further, we have performed only the following agreed-upon procedures and therefore make no representations regarding the adequacy of disclosures or whether any material facts have been omitted from the Offering Documents.

 

It should be understood that we make no representations as to:

 

(i)The interpretation of Transaction documents (including, but not limited to, indenture agreements or offering documents) included in connection with our procedures;
(ii)Your compliance with Rule 15Ga-2 of Securities Exchange Act of 1934; and
(iii)The reasonableness of any of the assumptions provided by the Company.

 

These procedures should not be taken to supplant any additional inquiries or procedures that the Specified Parties would undertake in consideration of the transaction.

 

For the purposes of this report:

 

•The phrase “Cut-off Date” refers to December 9th, 2017.
•The excel file provided to us by the Company titled “BAMLL 2017-SCH – Accounting Tape 11_21.xlsx”, which includes certain attributes related to the portfolio of mortgage loans as of the Cut-off Date shall be herein referred to as the “Final Data File”.
•Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Final Data File.
•The fields in the Final Data File shall be herein referred to as “Specified Attributes”.
•The phrase “Source Document” refers to the documents provided to us by the client related to the information contained in the Final Data File.
•The phrase “Loan File” refers to any Source Document or collection of Source Documents provided to us by the Company and used by us in performing the procedures enumerated below.
•The phrase “compared and agreed,” as used hereinafter, refers to the comparison of one or more Specified Attributes to Source Documents for which the Specified Attributes and the Source Documents have been found to be in agreement, unless otherwise indicated.
•The phrase “Promissory Note” refers to the promissory note, promissory note riders and/or assumptions of the promissory note or the equivalent, as contained in the Loan File.
•The phrase “Loan Agreement” refers to the Loan Agreement, other security agreements, riders and/or assumptions to the Loan Agreement or the equivalent, as contained in the Loan File.
•The phrase “Mezzanine Loan Documents” refers to the mezzanine note, mezzanine loan agreement, or any junior other document in the Loan File.
•The phrase “Senior Loan Documents” refers to the first mortgage note, first lien mortgage note, or any other senior document in the Loan File.
•The phrase “Guaranty Agreement” refers to the guaranty and/or any riders or assumptions thereof, as contained in the Loan File.

 

 
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•The phrase “Interest Rate Cap Agreement” refers to the signed interest rate cap agreement, as included in the Loan File.
•The phrase “Settlement Statement” refers to the signed borrower and lender mortgage loan closing statements indicating the sources and uses of dispersed funds, as included in the Loan File.
•The phrase “Assignment of Management Agreement” refers to the assignment of management agreement or original management agreement as contained in the Loan File.
•The phrase “Title Policy” refers to the signed title policy as included in the Loan File.
•The phrase “Ground Lease” refers to the signed ground lease agreement as included in the Loan File.
•The phrase “Appraisal Report” refers to a signed appraisal document included in the Loan File.
•The phrase “Engineering Report” refers to a signed property condition assessment document included in the Loan File.
•The phrase “Environmental Report” refers to a signed phase I and phase II (if applicable) environmental document included in the Loan File.
•The phrase “Seismic Report” refers to a signed seismic assessment document included in the Loan File.
•The phrase “Underwriting Schedule” refers to the cash flow statements included in the Loan File.
•The phrase “Reserve Schedule” refers to the servicing schedule provided in the Loan File.
•The phrase “Fee Schedule” refers to the documentation for the Master Servicing Fee, Primary Servicing Fee, Trustee & Paying Agent Fee, CREFC Royalty Fee, Subservicer Fee for the Transaction.
•The phrase “LIBOR Rate Assumption” refers to the LIBOR assumption of 1.25% provided by the Client

 

From November 8th, 2017 through November 21, 2017, the Company provided us with the Source Documents related to the mortgage loans secured by properties, herein referred to as the “Underlying Assets”. For each of the Underlying Assets set forth in the Final Data File, we compared the Specified Attributes set forth in the Final Data File to the corresponding Source Documents and found them to be in agreement. The procedures associated with the Specified Attributes were applied as indicated in Exhibit A. For each procedure where a calculation was performed, the underlying attributes utilized within the calculation were agreed to the corresponding sources. We did not perform any procedures with respect to the Specified Attribute(s) relating to the Underlying Asset(s) as set forth on the attached Exhibit B.

 

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, and did not conduct an examination or review, the objective of which would be the expression of an opinion or

 

 
PricewaterhouseCoopers LLP, 300 Madison Avenue New York NY 10017
T:  (646) 471-3000, F:  813-286-6000  www.pwc.com		 3

 

 

 
 

 

 

 

conclusion, respectively, on the Final 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 to you.

 

This report is intended solely for the information and use of the Specified Parties including for purposes of substantiating the Specified Parties’ “due diligence defense” under the Securities Act of 1933, and is not intended to be and should not be used by anyone other than the Specified Parties.

 

If a party has obtained, or has access to, this report without having executed an agreement with PwC wherein such party accepts responsibility for the sufficiency of the procedures performed (such party is herein referred to as a “Non-Specified Party”), that Non-Specified Party cannot:

 

i)Rely upon this report, and any use of this report by that Non-Specified Party is its sole responsibility and at its sole and exclusive risk; and

 

ii)Acquire any rights or claims against PwC, and PwC assumes no duties or obligations to such Non-Specified Party.

 

A Non-Specified Party may not disclose or distribute this report or any of the report’s contents to any

other party (including but not limited to electronic distribution and/or posting to a website pursuant to Rule 17G-5 of the Securities Exchange Act of 1934).

 

The results of the foregoing indicated that a comparison of the items as enumerated in Exhibit A to the information contained in the Loan File were in agreement, with the exception of the Specified Attributes found in Exhibit B.

 

The procedures enumerated above were performed as of the date of this report, and we disclaim any consideration of any events and circumstances occurring after the date of this report. Further, we have no obligation to update this report because of events occurring, or data or information coming to our attention, subsequent to the date of this report.

 

 

 

 

 

New York, NY

 

November 22, 2017

 

 
PricewaterhouseCoopers LLP, 300 Madison Avenue New York NY 10017
T:  (646) 471-3000, F:  813-286-6000  www.pwc.com		 4

 

 

 

 
 
Commercial Mortgage Pass-Through Certificates Series 2017-SCH

 

 

Exhibits

 

 

A)Loan File Review Procedures

 

B)Specified Attributes Provided by the Company

 

 

 

 

 

 

 

 

 

 

 
PricewaterhouseCoopers LLP, 300 Madison Avenue New York NY 10017
T:  (646) 471-3000, F:  813-286-6000  www.pwc.com		 5

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 
Commercial Mortgage Pass-Through Certificates Series 2017-SCH
Loan File Review Procedures		 EXHIBIT A

 

 

Loan File Review Procedures

 

 

# Specified Attribute Source Document (by order of priority) Logic or Formula Tolerance Levels
1 Seller Loan Agreement The lender, as stated in the Loan Agreement None
2 % of Pooled Trust Asset Balance Calculation Computation in which the respective loans Trust Asset Cut-off Balance was divided by the sum of each loans Trust Asset Cut-off Balance. None
3 Loan or Property Calculation Loan for each loan and property for each property within the portfolio None
4 Loan Count Calculation 1 for each loan None
5 # of Props Calculation Sum of the total number of properties securing the loan. None
6 Street Address Appraisal Report The address, as stated in the Appraisal Report. None
7 City Appraisal Report The city, as stated in the Appraisal Report. None
8 State Appraisal Report The state, as stated in the Appraisal Report. None
9 Zip Code Appraisal Report The zip code, as stated in the Appraisal Report. None
10 Property Type Appraisal Report The property type, as stated in the Appraisal Report. None
11 Property Sub-Type Appraisal Report The property subtype, as stated in the Appraisal Report. None
12 Year Built Appraisal Report The year built, as stated in the Appraisal Report. None
13 Year Renovated Appraisal Report The year renovated, as stated in the Appraisal Report. None
14 Units Underwriting Schedule Number of rooms, as stated in the Underwriting Schedule. None
15 Unit Type Underwriting Schedule Unit Type, as stated in the Underwriting Schedule. None
16 Occupancy Underwriting Schedule Most Recent Occupancy, as stated in the Underwriting Schedule. None
17 Occupancy Date Underwriting Schedule Most Recent Occupancy Date, as stated in the Underwriting Schedule. None
18 Total Debt Original Balance Calculation Computation in which the Whole Loan Original Balance and Mezzanine Debt Original Balance were summed. None
19 Whole Loan Original Balance Loan Agreement The whole loan original loan amount, as stated in the Loan Agreement. None
20 Trust Asset Original Balance Schedule The trust asset original loan amount, as provided in a Schedule. None
21 Mezzanine Debt Original Balance Mezzanine Loan Documents The Mezzanine Original Loan Amount, as stated in the Mezzanine Loan Documents. None
22 Total Debt Cut-off Balance Calculation Computation in which the Whole Loan Cut-Off Balance and Mezzanine Debt Cut-off Balance were summed. None
23 Whole Loan Cut-off Balance Calculation The Whole Loan Original Balance for interest only loans. None
24 Trust Asset Cut-off Balance Calculation The Trust Asset Original Balance for interest only loans. None
25 Mezzanine Debt Cut-off Balance Calculation The Mezzanine Original Loan Balance for interest only loans. None
26 Total Debt Initial Maturity Balance Calculation Computation in which the Whole Loan Initial Maturity Balance and Mezzanine Debt Initial Maturity Balance were summed. None

 

 
PricewaterhouseCoopers LLP, 300 Madison Avenue New York NY 10017
T:  (646) 471-3000, F:  813-286-6000  www.pwc.com		 6

 

 

 
 

 

Commercial Mortgage Pass-Through Certificates Series 2017-SCH
Loan File Review Procedures		 EXHIBIT A

 

 

# Specified Attribute Source Document (by order of priority) Logic or Formula Tolerance Levels
27 Whole Loan Initial Maturity Balance Calculation The Whole Loan Original Balance for interest only loans. None
28 Trust Asset Initial Maturity Balance Calculation The Trust Asset Original Balance for interest only loans. None
29 Mezzanine Debt Initial Maturity Balance Calculation The Mezzanine Original Loan Balance for interest only loans. None
30 Trust Asset Loan Per Unit Calculation Computation in which the respective loans Whole Loan Cut-off Balance was divided by the number of Units None
31 Whole Loan Loan Per Unit Calculation Computation in which the respective loans Whole Loan Cut-off Balance was divided by the number of Units None
32 Total Debt Loan Per Unit Calculation Computation in which the respective loans Total Debt Cut-off Balance was divided by the number of Units  
33 Amortization Type (During Initial Term and Extended Term) Loan Agreement Balloon, when the interest only term is equal to zero; or None
Interest Only, when the IO Period is equal to the Original Term; or None
Fully Amortizing, when the Original Term is equal to the Original Amortization Term; or None
Partial IO, when the IO Period is greater than zero and less than Original Term. None
34 Accrual Basis Loan Agreement The interest calculation method, as stated in the Loan Agreement.  
35 Original Term (Excluding Extensions) Calculation Computation in which the number of monthly payments occurring between the respective loan’s First Payment Date and the corresponding Initial Maturity Date were counted. None
36 Original Amortization Term (Excluding Extensions) Loan Agreement The amortization period, as stated in the Loan Agreement. 0 if the loan is interest only. None
37 Original Term (Including Extension Options) Calculation Computation in which the number of monthly payments occurring between the respective loan’s First Payment Date and the corresponding Fully Extended Maturity Date were counted. None
38 IO Period Calculation Computation in which the number of interest only monthly payments occurring between the respective loan’s First Payment Date and the corresponding Initial Maturity Date were counted. None
39 Seasoning Calculation Computation in which the number of monthly payments occurring between the respective loan’s First Payment Date, through and including, the Cut-off Date were counted. None
40 Remaining Term to Maturity Calculation Computation in which the respective loan’s Seasoning was subtracted from the corresponding Original Term (Excluding Extension). None
41 Remaining Amortization Term Calculation Computation in which the number of months of Seasoning as of Cut-off Date that exceed the IO Period was deducted from the Original Amortization Term (Excluding Extension). 0 if loan is interest only. None

 

 
PricewaterhouseCoopers LLP, 300 Madison Avenue New York NY 10017
T:  (646) 471-3000, F:  813-286-6000  www.pwc.com		 7

 

 

 
 

 

Commercial Mortgage Pass-Through Certificates Series 2017-SCH
Loan File Review Procedures		 EXHIBIT A

 

 

# Specified Attribute Source Document (by order of priority) Logic or Formula Tolerance Levels
42 Remaining Term (Including Extensions) Calculation Computation in which the respective loan’s Seasoning was subtracted from the corresponding Original Term (Including Extensions). None
43 Remaining Amortization Term (Including Extensions) Calculation Computation in which the number of months of Seasoning as of Cut-off Date that exceed the IO Period was deducted from the Original Amortization Term (Excluding Extension Options). 0 if loan is interest only. None
44 Note Date Loan Agreement The date as stated on the front page of the Loan Agreement. None
45 First Payment Date Loan Agreement The first installment due date, as stated in the Loan Agreement. None
46 Initial Maturity Date Loan Agreement The initial maturity date, as stated in the Loan Agreement. None
47 Extension Options  (Yes/No) Loan Agreement Yes if the loan has Extension options, No if there are no extension options, as stated in the Loan Agreement. None
48 Extension Options Description Loan Agreement The number of extension options and term for each extension option, as stated in the Loan Agreement. None
49 Fully Extended Maturity Date Loan Agreement Extended maturity date assuming all Extension Options are exercised, as stated in the Loan Agreement. None
50 First Extension Fee Loan Agreement The fee associated with the first extension option. 0% if no fee is required. None
51 Second Extension Fee Loan Agreement The fee associated with the second extension option. 0% if no fee is required. None
52 Third Extension Fee Loan Agreement The fee associated with the third extension option. 0% if no fee is required. None
53 Fourth Extension Fee Loan Agreement The fee associated with the fourth extension option. 0% if no fee is required. None
54 Extension Test Description Loan Agreement Requirements for extension, as stated in the Loan Agreement. None
55 Extension Spread Increase (Yes/No) Loan Agreement Spread increase associated with each extension option, as stated in the Loan Agreement. None
56 Extension Spread Increase Description Loan Agreement The spread increase amount during the extension period, as stated in the Loan Agreement. None
57 Exit Fees Loan Agreement The fee associated with exiting the respective loan. 0% if no fee is required. None
58 Payment Day of Month Loan Agreement The payment date, as stated in the Loan Agreement. None
59 Payment Date Business Day Convention) Loan Agreement Payment date business day convention, as stated in the Loan Agreement. None
60 Payment Grace Period Event of Default Loan Agreement The number of grace period days for the monthly payment prior to triggering a default, as stated in the Loan Agreement. 0, if there is no grace period. None
61 Payment Grace Period Event of Late Fee Loan Agreement The number of grace period days for the monthly payment prior to triggering a late fee, as stated in the Loan Agreement. 0, if there is no grace period. None
62 Balloon Grace Period Event of Default Loan Agreement The number of grace period days for the balloon payment prior to triggering a default, as stated in the Loan Agreement. 0, if there is no grace period. None

 

 
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Commercial Mortgage Pass-Through Certificates Series 2017-SCH
Loan File Review Procedures		 EXHIBIT A

 

 

# Specified Attribute Source Document (by order of priority) Logic or Formula Tolerance Levels
63 Balloon Grace Period Event of Late Fee Loan Agreement The number of grace period days for the balloon payment prior to triggering a late fee, as stated in the Loan Agreement. 0, if there is no grace period. None
64 Interest accrual period start Loan Agreement Day of the month on which interest begins to accrue for the next payment, as stated in the Loan Agreement. None
65 Interest accrual period end Loan Agreement Day of the month on which interest stops accruing for the next payment, as stated in the Loan Agreement. None
66 Interest rate adjustment frequency Loan Agreement Interest rate adjustment frequency, as stated in the Loan Agreement None
67 LIBOR rounding methodology Loan Agreement LIBOR rounding methodology, as stated in the Loan Agreement. None
68 LIBOR Lookback Days Loan Agreement The LIBOR determination date, as stated in the Loan Agreement. None
69 LIBOR Floor Loan Agreement The LIBOR floor, as stated in the Loan Agreement. None
70 LIBOR Cap Interest Rate Cap Agreement The LIBOR Cap, as stated in the Interest Rate Cap Agreement. None
71 LIBOR Cap after Extension Loan Agreement The LIBOR cap strike price required during the extension period, as stated in the Loan Agreement. None
72 LIBOR Cap expiration date Interest Rate Cap Agreement The LIBOR Cap expiration date, as stated in the Interest Rate Cap Agreement. None
73 LIBOR Cap provider Interest Rate Cap Agreement The LIBOR Cap provider, as stated in the Interest Rate Cap Agreement. None
74 LIBOR Cap provider rating (Moody's/S&P/Fitch) Bloomberg The Credit Rating of the LIBOR Cap Provider, as stated on Bloomberg None
75 Total Debt Margin Calculation A computation in which the Whole Loan Margin and Mezzanine Margin is multiplied by the respective, Whole Loan Cut-off Balance and Mezzanine Debt Cut-off Balance and then divided by the sum of the Whole Loan Cut-off Balance and Mezzanine Debt Cut-off Balance. None
76 Whole Loan Margin Loan Agreement Margin, as stated in the Loan Agreement. None
77 Trust Asset Margin Loan Agreement Margin, as stated in the Loan Agreement. None
78 Mezzanine Margin Mezzanine Loan Documents Margin, as stated in the Mezzanine Loan Agreement; 0 if there is no mezzanine debt. None
79 Total Debt Interest Rate Calculation Computation in which the Total Debt Margin was summed with the LIBOR Rate Assumption None
80 Whole Loan Interest Rate Calculation Computation in which the Whole Loan Margin was summed with the LIBOR Rate Assumption None
81 Trust Asset Interest Rate Calculation Computation in which the Trust Asset Margin was summed with the LIBOR Rate Assumption None
82 Total Debt Interest Rate (At LIBOR Cap) Calculation Computation in which the Total Debt Margin was summed with the LIBOR Cap None
83 Whole Loan Interest Rate (At LIBOR Cap) Calculation Computation in which the Whole Loan Margin was summed with the LIBOR Cap None

 

 
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Commercial Mortgage Pass-Through Certificates Series 2017-SCH
Loan File Review Procedures		 EXHIBIT A

 

 

# Specified Attribute Source Document (by order of priority) Logic or Formula Tolerance Levels
84 Trust Asset Interest Rate (At LIBOR Cap) Calculation Computation in which the Trust Asset Margin was summed with the LIBOR Cap None
85 Prepayment String Loan Agreement Computation in which the number of monthly payments during the spread maintenance period and open period, as stated in the Loan Agreement, were counted. None
86 Lockout Payments Calculation Computation in which the number of payments during the Lockout period, as stated in the Loan agreement, were counted. None
87 SM Payments Calculation Computation in which the number of payments during the Spread Maintenance period, as stated in the Loan agreement, were counted. None
88 Open Payments Calculation Computation in which the number of payments during the Open Payment period, as stated in the Loan agreement, were counted. None
89 Lockout End Date Calculation The date in which the lockout period ends, as stated in the Loan Agreement. N/A if there is no lockout period. None
90 Prepay Period End Date Calculation The date in which the spread maintenance period ends, as stated in the Loan Agreement. None
91 Partially Prepayable without Penalty Loan Agreement Yes, if partially prepayable without penalty; No, if not partially prepayable, as stated in the Loan Agreement. None
92 Partially Prepayable without Penalty Description Loan Agreement Description of requirements for partial prepayment, as stated in the Loan Agreement. None
93 Partial Collateral Release (Y/N) Loan Agreement Yes, if a partial release is permitted; No, if a partial release is not permitted, as stated in the Loan Agreement. None
94 Partial Collateral Release Description Loan Agreement Description of requirements for release parcel, as stated in the Loan Agreement. None
95 Substitution Allowed (Y/N) Loan Agreement Yes, if substitution is permitted; No, if substitution is not permitted, as stated in the Loan Agreement. None
96 Substitution Provision Description Loan Agreement Description of requirements for substitution, as stated in the Loan Agreement. None
97 LockBox (Y/N) Loan Agreement Yes, if there is a lockbox as indicated in the Loan Agreement. No, if there is no agreement in place. None
98 Lockbox Type Loan Agreement Hard or Soft as indicated in the Loan Agreement. N/A, if there is no agreement in place. None
99 Cash Management Type Loan Agreement Description of the cash management arrangement, as indicated in the Loan Agreement. N/A, if there is no agreement in place. None
100 Initial Tax Escrow Settlement Statement, Reserve Schedule Initial tax reserve amount, as stated in the Settlement Statement or Reserve Schedule. $0 if none listed. $1.00
101 Monthly Tax Escrow Settlement Statement Monthly tax reserve amount, as stated in the Settlement Statement. $0 if none listed. $1.00
102 Monthly Tax Escrow Cap Loan Agreement Tax escrow cap, as stated in the Loan Agreement. $1.00
103 Terms/Description of Springing Tax Escrow (If applicable) Loan Agreement The springing tax escrow description, as state in the Loan Agreement. N/A if the reserve is not springing. None

 

 
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Commercial Mortgage Pass-Through Certificates Series 2017-SCH
Loan File Review Procedures		 EXHIBIT A

 

 

# Specified Attribute Source Document (by order of priority) Logic or Formula Tolerance Levels
104 Initial Insurance Escrow Settlement Statement, Reserve Schedule Initial insurance reserve amount, as stated in the Settlement Statement or Reserve Schedule. $0 if none listed. $1.00
105 Monthly Insurance Escrow Settlement Statement Monthly Insurance reserve amount, as stated in the Settlement Statement. $0 if none listed. $1.00
106 Terms/Description of Springing Insurance Escrow (If applicable) Loan Agreement The springing insurance escrow description, as state in the Loan Agreement. N/A if the reserve is not springing. None
107 Replacement Reserves Initial Deposit Amount Settlement Statement, Reserve Schedule Initial replacement reserve amount, as stated in the Settlement Statement or Reserve Schedule. $0 if none listed. $1.00
108 Replacement Reserves Monthly Deposit Amount Loan Agreement, Settlement Statement Monthly replacement reserve amount, as stated in the Loan Agreement or Settlement Statement. $0 if none listed. $1.00
109 Replacement Reserves Escrow Cap Loan Agreement Replacement reserve cap, as stated in the Loan Agreement. $1.00
110 Terms/Description of Springing Replacement Reserves (If applicable) Loan Agreement The springing replacement reserve description, as state in the Loan Agreement. N/A if the reserve is not springing. None
111 Upfront Capex Reserve Settlement Statement, Reserve Schedule Initial capex reserve amount, as stated in the Settlement Statement or Reserve Schedule. $0 if none listed. $1.00
112 Initial TI/LC Amount Settlement Statement, Reserve Schedule Initial TI/LC reserve amount, as stated in the Settlement Statement or Reserve Schedule. $0 if none listed. $1.00
113 Monthly TI/LC Reserve Loan Agreement / Settlement Statement Monthly TI/LC replacement reserve amount, as stated in the Settlement Statement or Reserve Schedule. $0 if none listed. $1.00
114 TI/LC Reserve Cap Loan Agreement TI/LC reserve cap, as stated in the Loan Agreement. $1.00
115 Terms/Description of Springing TI/LC Reserve (If applicable) Loan Agreement The springing TI/LC reserve description, as state in the Loan Agreement. N/A if the reserve is not springing. None
116 Other Escrow Description Loan Agreement Description of upfront other reserves, as stated in the Loan Agreement. N/A if none listed. None
117 Other Escrow Initial Amount Loan Agreement, Settlement Statement Initial other reserve amount, as stated in the Settlement Statement or Reserve Schedule. $0 if none listed. $1.00
118 Other Escrow Monthly Amount Loan Agreement, Settlement Statement Monthly other reserve amount, as stated in the Loan Agreement or Settlement Statement. $0 if none listed. $1.00
119 Other Escrow Monthly Cap Loan Agreement Other reserve cap, as stated in the Loan Agreement. $1.00
120 Terms/Description of Springing Other Escrow (If applicable) Loan Agreement The springing other escrow description, as state in the Loan Agreement. N/A if the reserve is not springing. None
121 Appraised
Value ($)		 Appraisal The appraised value, as stated in the Appraisal. None
122 Appraisal Type Appraisal As-Is or As Stabilized based on Appraised Value ($). None
123 Date of Appraisal (Valuation Date) Appraisal Appraisal valuation date, as stated in the Appraisal. None
124 Appraised
Value ($) / Unit		 Calculation Computation in which the Appraised Value ($) was divided by the corresponding number of Units. None
125 Phase I Date Enviornmental Report Report date, as stated in the Environmental Report. None

 

 
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Commercial Mortgage Pass-Through Certificates Series 2017-SCH
Loan File Review Procedures		 EXHIBIT A

 

 

# Specified Attribute Source Document (by order of priority) Logic or Formula Tolerance Levels
126 Phase II Recommended Enviornmental Report Yes, if a Phase II was recommended; No, if a Phase II was not recommended, as stated in the Environmental Report. None
127 Phase II Date Phase II Enviornmental Report Report date, as stated in the Phase II Environmental Report. N/A if a Phase II Environmental Report was not provided. None
128 Engineering Report Date Engineering Report Report date, as stated in the Engineering Report. None
129 Seismic Report Date Seismic Report Report date, as stated in the Seismic Report. N/A if a Seismic Report was not provided. None
130 Seismic PML% Seismic Report PML %, as stated in the Seismic Report. N/A if a Seismic Report was not provided. None
131 Ownership Interest Title Policy The ownership interest, as stated in the Title Policy. None
132 2013 Occupancy % Underwriting Schedule The 2013 occupancy, as stated in the Underwriting Schedule. 0.01%
133 2013 ADR Underwriting Schedule The 2013 ADR, as stated in the Underwriting Schedule. $1.00
134 2013 RevPAR Underwriting Schedule The 2013 RevPAR, as stated in the Underwriting Schedule. $1.00
135 2014 Occupancy % Underwriting Schedule The 2014 occupancy, as stated in the Underwriting Schedule. 0.01%
136 2014 ADR Underwriting Schedule The 2014 ADR, as stated in the Underwriting Schedule. $1.00
137 2014 RevPAR Underwriting Schedule The 2014 RevPAR, as stated in the Underwriting Schedule. $1.00
138 2015 Occupancy % Underwriting Schedule The 2015 occupancy, as stated in the Underwriting Schedule. 0.01%
139 2015 ADR Underwriting Schedule The 2015 ADR, as stated in the Underwriting Schedule. $1.00
140 2015 RevPAR Underwriting Schedule The 2015 RevPAR, as stated in the Underwriting Schedule. $1.00
141 2016 Occupancy % Underwriting Schedule The 2016 occupancy, as stated in the Underwriting Schedule. 0.01%
142 2016 ADR Underwriting Schedule The 2016 ADR, as stated in the Underwriting Schedule. $1.00
143 2016 RevPAR Underwriting Schedule The 2016 RevPAR, as stated in the Underwriting Schedule. $1.00
144 Most Recent Occupancy % (Hotel Only) Underwriting Schedule The most recent occupancy, as stated in the Underwriting Schedule. 0.01%
145 Most Recent ADR Underwriting Schedule The most recent ADR, as stated in the Underwriting Schedule. $1.00
146 Most Recent RevPAR Underwriting Schedule The most recent RevPar, as stated in the Underwriting Schedule. $1.00
147 UW Occupancy % Underwriting Schedule The UW occupancy, as stated in the Underwriting Schedule. 0.01%
148 UW ADR Underwriting Schedule The UW ADR, as stated in the Underwriting Schedule. $1.00
149 UW RevPAR Underwriting Schedule The UW RevPAR, as stated in the Underwriting Schedule. $1.00
150 2013 Revenues Underwriting Schedule The 2013 Revenues, as stated in the Underwriting Schedule. $1.00
151 2013 Total Expenses Underwriting Schedule The 2013 Total Expenses, as stated in the Underwriting Schedule. $1.00
152 2013 NOI Underwriting Schedule The 2013 NOI, as stated in the Underwriting Schedule. $1.00
153 2013 NCF Underwriting Schedule The 2013 NCF, as stated in the Underwriting Schedule. $1.00
154 2014 Revenues Underwriting Schedule The 2014 Revenues, as stated in the Underwriting Schedule. $1.00
155 2014 Total Expenses Underwriting Schedule The 2014 Total Expenses, as stated in the Underwriting Schedule. $1.00

 

 
PricewaterhouseCoopers LLP, 300 Madison Avenue New York NY 10017
T:  (646) 471-3000, F:  813-286-6000  www.pwc.com		 12

 

 

 
 

 

Commercial Mortgage Pass-Through Certificates Series 2017-SCH
Loan File Review Procedures		 EXHIBIT A

 

 

# Specified Attribute Source Document (by order of priority) Logic or Formula Tolerance Levels
156 2014 NOI Underwriting Schedule The 2014 NOI, as stated in the Underwriting Schedule. $1.00
157 2014 NCF Underwriting Schedule The 2014 NCF, as stated in the Underwriting Schedule. $1.00
158 2015 Revenues Underwriting Schedule The 2015 Revenues, as stated in the Underwriting Schedule. $1.00
159 2015 Total Expenses Underwriting Schedule The 2015 Total Expenses, as stated in the Underwriting Schedule. $1.00
160 2015 NOI Underwriting Schedule The 2015 NOI, as stated in the Underwriting Schedule. $1.00
161 2015 NCF Underwriting Schedule The 2015 NCF, as stated in the Underwriting Schedule. $1.00
162 2016 Revenues Underwriting Schedule The 2016 Revenues, as stated in the Underwriting Schedule. $1.00
163 2016 Total Expenses Underwriting Schedule The 2016 Total Expenses, as stated in the Underwriting Schedule. $1.00
164 2016 NOI Underwriting Schedule The 2016 NOI, as stated in the Underwriting Schedule. $1.00
165 2016 NCF Underwriting Schedule The 2016 NCF, as stated in the Underwriting Schedule. $1.00
166 Most Recent Revenues Underwriting Schedule The revenues for the most recent cash flows, as stated in the Underwriting Schedule. $1.00
167 Most Recent Total Expenses Underwriting Schedule The total expenses for the most recent cash flows, as stated in the Underwriting Schedule. $1.00
168 Most Recent NOI Underwriting Schedule The NOI for the most recent cash flows, as stated in the Underwriting Schedule. $1.00
169 Most Recent NCF Underwriting Schedule The NCF for the most recent cash flows, as stated in the Underwriting Schedule. $1.00
170 As of Underwriting Schedule The as of date for the most recent cash flows, as stated in the Underwriting Schedule. None
171 Underwritten Total Revenue ($) Underwriting Schedule The underwritten total revenue, as stated in the Underwriting Schedule $1.00
172 Underwritten Total  Expenses ($) Underwriting Schedule The underwritten total expenses, as stated in the Underwriting Schedule $1.00
173 Underwritten NOI ($) Underwriting Schedule The underwritten NOI, as stated in the Underwriting Schedule $1.00
174 Underwritten Capital Items ($) Underwriting Schedule The underwritten capital items, as stated in the Underwriting Schedule $1.00
175 Underwritten Net Cash Flow ($) Underwriting Schedule The underwritten NCF, as stated in the Underwriting Schedule $1.00
176 Underwritten Economic Occupancy Underwriting Schedule The underwritten economic occupancy, as stated in the Underwriting Schedule 0.01%
177 Annual Total Debt Debt Service Calculation Computation in which the Total Debt Interest Rate was multiplied by the Total Debt Cut-off Balance. The resulting value was then multiplied by the fraction of 365/360 (based on actual/360 accrual type). None
178 Monthly Total Debt Debt Service Calculation Computation in which the Annual Total Debt Debt Service was divided by 12. None
179 Annual Whole Loan Debt Service Calculation Computation in which the Whole Loan Interest Rate was multiplied by the Whole Loan Cut-off Balance. The resulting value was then multiplied by the fraction of 365/360 (based on actual/360 accrual type). None
180 Monthly Whole Loan Debt Service Calculation Computation in which the Annual Whole Loan Debt Service was divided by 12. None

 

 
PricewaterhouseCoopers LLP, 300 Madison Avenue New York NY 10017
T:  (646) 471-3000, F:  813-286-6000  www.pwc.com		 13

 

 

 
 

 

Commercial Mortgage Pass-Through Certificates Series 2017-SCH
Loan File Review Procedures		 EXHIBIT A

 

 

# Specified Attribute Source Document (by order of priority) Logic or Formula Tolerance Levels
181 Annual Trust Asset Debt Service Calculation Computation in which the Trust Asset Interest Rate was multiplied by the Trust Asset Cut-off Balance. The resulting value was then multiplied by the fraction of 365/360 (based on actual/360 accrual type). None
182 Monthly Trust Asset Debt Service Calculation Computation in which the Annual Trust Asset Debt Service was divided by 12. None
183 Annual Total Debt Debt Service (at LIBOR Cap) Calculation Computation in which the Total Debt Interest Rate (At LIBOR Cap) was multiplied by the Total Debt Cut-off Balance. The resulting value was then multiplied by the fraction of 365/360 (based on actual/360 accrual type). None
184 Monthly Total Debt Debt Service (at LIBOR Cap) Calculation Computation in which the Annual Total Debt Debt Service (at LIBOR Cap)  was divided by 12. None
185 Annual Whole Loan Debt Service (at LIBOR Cap) Calculation Computation in which the Whole Loan Interest Rate (At LIBOR Cap) was multiplied by the Whole Loan Cut-off Balance. The resulting value was then multiplied by the fraction of 365/360 (based on actual/360 accrual type). None
186 Monthly Whole Loan Debt Service (at LIBOR Cap) Calculation Computation in which the Annual Whole Loan Debt Service (at LIBOR Cap) was divided by 12. None
187 Annual Trust Asset Debt Service (at LIBOR Cap) Calculation Computation in which the Trust Asset Interest Rate (At LIBOR Cap) was multiplied by the Trust Asset Cut-off Balance. The resulting value was then multiplied by the fraction of 365/360 (based on actual/360 accrual type). None
188 Monthly Trust Asset Debt Service (at LIBOR Cap) Calculation Computation in which the Annual Trust Asset Debt Service (at LIBOR Cap) was divided by 12. None
189 Trust Asset NOI DSCR Calculation Computation in which the respective loan's Underwritten NOI ($) was divided by the Annual Trust Debt Service. None
190 Trust Asset NCF DSCR Calculation Computation in which the respective loan's Underwritten Net Cash Flow ($) was divided by the Annual Trust Debt Service. None
191 Trust Asset NOI DSCR at LIBOR Cap Calculation Computation in which the respective loan's Underwritten NOI ($) was divided by the Annual Trust Debt Service (at LIBOR Cap). None
192 Trust Asset NCF DSCR at LIBOR Cap Calculation Computation in which the respective loan's Underwritten Net Cash Flow ($) was divided by the Annual Trust Debt Service (at LIBOR Cap). None
193 Whole Loan NOI DSCR Calculation Computation in which the respective loan's Underwritten NOI ($) was divided by the Annual Whole Loan Debt Service. 0.01
194 Whole Loan NCF DSCR Calculation Computation in which the respective loan's Underwritten Net Cash Flow ($) was divided by the Annual Whole Loan Debt Service. 0.01
195 Whole Loan NOI DSCR at LIBOR Cap Calculation Computation in which the respective loan's Underwritten NOI ($) was divided by the Annual Whole Loan Debt Service (at LIBOR Cap). 0.01
196 Whole Loan NCF DSCR at LIBOR Cap Calculation Computation in which the respective loan's Underwritten Net Cash Flow ($) was divided by the Annual Whole Loan Debt Service (at LIBOR Cap). 0.01

 

 
PricewaterhouseCoopers LLP, 300 Madison Avenue New York NY 10017
T:  (646) 471-3000, F:  813-286-6000  www.pwc.com		 14

 

 

 
 

 

Commercial Mortgage Pass-Through Certificates Series 2017-SCH
Loan File Review Procedures		 EXHIBIT A

 

 

# Specified Attribute Source Document (by order of priority) Logic or Formula Tolerance Levels
197 Total Debt NOI DSCR Calculation Computation in which the respective loan's Underwritten NOI ($) was divided by the Annual Total Debt Debt Service. 0.01
198 Total Debt NCF DSCR Calculation Computation in which the respective loan's Underwritten Net Cash Flow ($) was divided by the Annual Total Debt Debt Service. 0.01
199 Total Debt NOI DSCR at LIBOR Cap Calculation Computation in which the respective loan's Underwritten NOI ($) was divided by the Annual Total Debt Debt Service (at LIBOR Cap). 0.01
200 Total Debt NCF DSCR at LIBOR Cap Calculation Computation in which the respective loan's Underwritten Net Cash Flow ($) was divided by the Annual Total Debt Debt Service (at LIBOR Cap). 0.01
201 Current Trust Asset LTV Calculation Computation in which the respective loan's Trust Asset Cut-off Balance divided by the Appraised Value ($). None
202 Maturity Trust Asset LTV Calculation Computation in which the respective loan's Trust Asset Initial Maturity Balance divided by the Appraised Value ($). None
203 Current Whole Loan LTV Calculation Computation in which the respective loan's Whole Loan Cut-off Balance divided by the Appraised Value ($). None
204 Maturity Whole Loan LTV Calculation Computation in which the respective loan's Whole Loan Initial Maturity Balance divided by the Appraised Value ($). None
205 Current Total Debt LTV Calculation Computation in which the respective loan's Total Debt Cut-off Balance divided by the Appraised Value ($). None
206 Maturity Total Debt LTV Calculation Computation in which the respective loan's Total Debt Initial Maturity Balance divided by the Appraised Value ($). None
207 Trust Asset NOI DY Calculation Computation in which the respective loan's Underwritten NOI ($) was divided by the Trust Asset Cut-off Balance. None
208 Trust Asset NCF DY Calculation Computation in which the respective loan's Underwritten Net Cash Flow ($) was divided by the Trust Asset Cut-off Balance. None
209 Whole Loan NOI DY Calculation Computation in which the respective loan's Underwritten NOI ($) was divided by the Whole Loan Cut-off Balance. None
210 Whole Loan NCF DY Calculation Computation in which the respective loan's Underwritten Net Cash Flow ($) was divided by the Whole Loan Cut-off Balance. None
211 Total Debt NOI DY Calculation Computation in which the respective loan's Underwritten NOI ($) was divided by the Total Debt Cut-off Balance. None
212 Total Debt NCF DY Calculation Computation in which the respective loan's Underwritten Net Cash Flow ($) was divided by the Total Debt Cut-off Balance. None
213 Master Servicing Fee Rate Fee Schedule Master Servicing Fee Rate, as stated in the Schedule. None
214 Primary Servicing Fee Rate Fee Schedule Primary Servicing Fee Rate, as stated in the Schedule. None
215 Trustee & Paying Agent Fee Fee Schedule Trustee & Paying Agent Fee, as stated in the Schedule. None
216 CREFC Royalty Fee Fee Schedule CREFC Royalty Fee, as stated in the Schedule. None

 

 
PricewaterhouseCoopers LLP, 300 Madison Avenue New York NY 10017
T:  (646) 471-3000, F:  813-286-6000  www.pwc.com		 15

 

 

 
 

 

Commercial Mortgage Pass-Through Certificates Series 2017-SCH
Loan File Review Procedures		 EXHIBIT A

 

 

# Specified Attribute Source Document (by order of priority) Logic or Formula Tolerance Levels
217 Cash/Pmt Collection Function Fee Schedule Cash/Pmt Collection Function, as stated in the Schedule. None
218 Subservicer Fee Fee Schedule Subservicer, as stated in the Schedule. None
219 Admin. Fee Calculation Computation in which the Master Servicing Fee Rate, Primary Servicing Fee Rate, Trustee & Paying Agent Fee, CREFC Royalty Fee and Subservicer Fee was summed. None
220 Net Trust Asset Margin Calculation Computation in which the Admin. Fee was subtracted from the Trust Asset Margin. None
221 Borrower Name Loan Agreement Borrower name, as stated in the Loan Agreement. None
222 Principal / Loan Sponsor Guaranty Guarantor, as stated in the Guaranty Agreement. None
223 Property Management Property Management Agreement Property Manager, as stated in the Property Management Agreement. None
224 Loan Purpose Settlement Statement Loan purpose, as indicated on the Settlement Statement. None
225 Franchise Franchise Agreement Franchise, as stated in the Franchise Agreement. None
226 Brand Appraisal Brand, as stated in the Appraisal. None

 

 
PricewaterhouseCoopers LLP, 300 Madison Avenue New York NY 10017
T:  (646) 471-3000, F:  813-286-6000  www.pwc.com		 16

 

 

 

 
 
Commercial Mortgage Pass-Through Certificates Series 2017-SCH
Specified Attributes Provided by the Company		 EXHIBIT B

 

 

Specified Attributes Provided by the Company

 

Below is a list of the Specified Attributes provided to us by the Company. These Specified Attributes were not compared to Source Documents as part of our procedures enumerated in Exhibit A.

 

# Specified Attribute
1 Loan Number
2 Cut-Off Date
3 Assumed LIBOR

 

 

 
PricewaterhouseCoopers LLP, 300 Madison Avenue New York NY 10017
T:  (646) 471-3000, F:  813-286-6000  www.pwc.com		 17