0001539497-24-000587.txt : 20240223 0001539497-24-000587.hdr.sgml : 20240223 20240223163128 ACCESSION NUMBER: 0001539497-24-000587 CONFORMED SUBMISSION TYPE: ABS-15G PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20240223 ITEM INFORMATION: Findings and Conclusions of the Third Party Due Diligence Provider Obtained by the Issuer FILED AS OF DATE: 20240223 DATE AS OF CHANGE: 20240223 ABS RULE: RULE-15GA2 REGISTERED ENTITY: N ABS ASSET CLASS: Commercial mortgages FILER: COMPANY DATA: COMPANY CONFORMED NAME: Banc of America Merrill Lynch Large Loan Inc. CENTRAL INDEX KEY: 0001535434 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] ORGANIZATION NAME: Office of Structured Finance IRS NUMBER: 562217150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: ABS-15G SEC ACT: Dodd Frank Act SEC FILE NUMBER: 025-00345 FILM NUMBER: 24671729 BUSINESS ADDRESS: STREET 1: ONE BRYANT PARK STREET 2: MAIL CODE: NY1-100-11-07 CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 646-855-8049 MAIL ADDRESS: STREET 1: ONE BRYANT PARK STREET 2: MAIL CODE: NY1-100-11-07 CITY: NEW YORK STATE: NY ZIP: 10036 DEPOSITOR: COMPANY DATA: COMPANY CONFORMED NAME: Banc of America Merrill Lynch Large Loan Inc. CENTRAL INDEX KEY: 0001535434 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] ORGANIZATION NAME: Office of Structured Finance IRS NUMBER: 562217150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: ABS-15G SEC ACT: Dodd Frank Act BUSINESS ADDRESS: STREET 1: ONE BRYANT PARK STREET 2: MAIL CODE: NY1-100-11-07 CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 646-855-8049 MAIL ADDRESS: STREET 1: ONE BRYANT PARK STREET 2: MAIL CODE: NY1-100-11-07 CITY: NEW YORK STATE: NY ZIP: 10036 SECURITIZER: COMPANY DATA: COMPANY CONFORMED NAME: Banc of America Merrill Lynch Large Loan Inc. CENTRAL INDEX KEY: 0001535434 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] ORGANIZATION NAME: Office of Structured Finance IRS NUMBER: 562217150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: ABS-15G SEC ACT: Dodd Frank Act SEC FILE NUMBER: 025-00345 BUSINESS ADDRESS: STREET 1: ONE BRYANT PARK STREET 2: MAIL CODE: NY1-100-11-07 CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 646-855-8049 MAIL ADDRESS: STREET 1: ONE BRYANT PARK STREET 2: MAIL CODE: NY1-100-11-07 CITY: NEW YORK STATE: NY ZIP: 10036 ABS-15G 1 n4066_x1-abs15g.htm FORM ABS-15G

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM ABS-15G

 

ASSET-BACKED SECURITIZER
Report Pursuant to Section 15G of

the Securities Exchange Act of 1934

 

Check the appropriate box to indicate the filing obligation to which this form is intended to satisfy:

 

[_] Rule 15Ga-1 under the Exchange Act (17 CFR 240.15Ga-1) for the reporting period _________________ to _________________

 

Date of Report (Date of earliest event reported) ____________________

 

Commission File Number of securitizer: ____________________

 

Central Index Key Number of securitizer: ___________________

 

 

Name and telephone number, including area code, of the person to

contact in connection with this filing.

 

 

Indicate by check mark whether the securitizer has no activity to report for the initial period pursuant to Rule 15Ga-1(c)(1) [_]

 

Indicate by check mark whether the securitizer has no activity to report for the quarterly period pursuant to Rule 15Ga-1(c)(2)(i) [_]

 

Indicate by check mark whether the securitizer has no activity to report for the annual period pursuant to Rule 15Ga-1(c)(2)(ii) [_]

 

 

[ü]          Rule 15Ga-2 under the Exchange Act (17 CFR 240.15Ga-2)

 

Central Index Key Number of depositor: 0001535434

 

DK Trust 2024-SPBX

(Exact name of issuing entity as specified in its charter)

 

Central Index Key Number of issuing entity (if applicable): Not applicable

 

Central Index Key Number of underwriter (if applicable): Not applicable

 

Leland F. Bunch, III (646) 855-3953

Name and telephone number, including area code, of the person to
contact in connection with this filing

 
 

 

 

 

INFORMATION TO BE INCLUDED IN THE REPORT

FINDINGS AND CONCLUSIONS OF THIRD-PARTY DUE DILIGENCE REPORTS

Item 2.01 Findings and Conclusions of a Third Party Due Diligence Report Obtained by the Issuer

Attached as Exhibit 1 hereto is an agreed-upon procedures report, dated February 23, 2024, of Ernst & Young LLP, obtained by the depositor, which report sets forth the findings and conclusions, as applicable, of Ernst & Young LLP with respect to certain agreed-upon procedures performed by Ernst & Young LLP.

 

 

 

 
 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the reporting entity has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date: February 23, 2024 BANC OF AMERICA MERRILL LYNCH LARGE LOAN, INC.
   
   
   
   By:   /s/ Leland F. Bunch, III
    Name:   Leland F. Bunch, III
    Title: Senior Vice-President
      (senior officer in charge of securitization of the depositor)

 

 
 

 

 

Exhibit 1 Independent Accountants’ Report on Applying Agreed-Upon Procedures, dated February 23, 2024, of Ernst & Young LLP.

 

 

 

 EX-1 2 n4066_x1-exh1.htm INDEPENDENT ACCOUNTANTS' REPORT ON APPLYING AGREED-UPON PROCEDURES, DATED FEBRUARY 23, 2024, OF ERNST & YOUNG LLP.

 

Exhibit 1

 

Ernst & Young LLP

One Manhattan West

New York, NY 10001

 

Tel: +1 212 773 3000

ey.com

 

 

Report of Independent Accountants on Applying Agreed-Upon Procedures

 

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

Bank of America, N.A.

BofA Securities, Inc.

JPMorgan Chase Bank, National Association

J.P. Morgan Securities LLC

(collectively, the “Specified Parties”)

 

Re:DK Trust 2024-SPBX (the “Issuing Entity”)
 Commercial Mortgage Pass-Through Certificates, Series 2024-SPBX (the “Certificates”)

 

We have performed the procedures enumerated in Attachment A, which were agreed to and acknowledged as appropriate by the Specified Parties, for the intended purpose of assisting the Specified Parties in evaluating the accuracy of certain information with respect to the Mortgage Loan (as defined herein) contained on the Data Files (as defined herein) (the “Subject Matter”) relating to the Issuing Entity’s securitization transaction as of 23 February 2024. This report may not be suitable for any other purpose. The procedures performed may not address all of the items of interest to a user of the report and may not meet the needs of all users of the report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes. The appropriateness of these procedures is solely the responsibility of the Specified Parties identified in this report. No other party acknowledged the appropriateness of the procedures. Consequently, we make no representation regarding the appropriateness of the procedures described in Attachment A, either for the purpose for which this report has been requested or for any other purpose.

 

The procedures performed and our associated findings are included in Attachment A.

 

For the purpose of the procedures described in this report, the Depositor provided us with:

a.Certain electronic data files (the “Data Files”) that are described in Attachment A,
b.Copies of various source documents (the “Source Documents”), which are listed on Exhibit 1 to Attachment A,
c.A list of characteristics on the Data Files (the “Compared Characteristics”), which are listed on Exhibit 2 to Attachment A, that the Depositor instructed us to compare to information contained in the Source Documents,
d.A list of characteristics on the Data Files (the “Recalculated Characteristics”), which are described in Attachment A, that the Depositor instructed us to recalculate using information on the Data Files,
e.A list of characteristics on the Data Files (the “Provided Characteristics”), which are listed on Exhibit 3 to Attachment A, on which the Depositor instructed us to perform no procedures,
f.A draft of the preliminary confidential offering circular for the Issuing Entity’s securitization transaction (the “Draft Preliminary Offering Circular”) and
g.Instructions, assumptions and methodologies, which are described in Attachment A.
 
 

Page 2 of 3

The procedures included in Attachment A were limited to comparing or recalculating certain information that is further described in Attachment A. The Depositor is responsible for the Subject Matter, Data Files, Source Documents, Compared Characteristics, Recalculated Characteristics, Provided Characteristics, Draft Preliminary Offering Circular and the determination of the instructions, assumptions and methodologies that are described herein. We were not requested to perform, and we have not performed, any procedures other than those listed in Attachment A with respect to the Data Files. We have not verified, and we make no representation as to, the appropriateness, accuracy, completeness or reasonableness of the Source Documents, Provided Characteristics, Draft Preliminary Offering Circular or any other information provided to us by the Depositor upon which we relied in forming our findings. Accordingly, we make no representation and express no opinion or conclusion as to: (a) the existence of the Mortgage Loan, (b) questions of legal or tax interpretation or (c) the appropriateness, accuracy, completeness or reasonableness of any instructions, assumptions and methodologies provided to us by the Depositor that are described in this report. We undertake no responsibility to update this report for events and circumstances occurring after the date hereof.

 

This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants (the “AICPA”). An agreed-upon procedures engagement involves the practitioner performing specific procedures that the Specified Parties have agreed to and acknowledged to be appropriate for the purpose of the engagement and reporting on findings based on the procedures performed. We were not engaged to, and did not, conduct an examination to express an opinion or a review to express a conclusion in accordance with attestation standards established by the AICPA on any of the items referred to herein. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.

 

The agreed-upon procedures described in this report were not performed for the purpose of:

a.Satisfying any criteria for due diligence published by a nationally recognized statistical rating organization (a “rating agency”) or
b.Making any findings with respect to:
i.Whether the origination of the Mortgage Loan conformed to, or deviated from, stated underwriting or credit extension guidelines, standards, criteria, or other requirements,
ii.The value of the collateral securing the Mortgage Loan,
iii.Whether the originator(s) of the Mortgage Loan complied with federal, state or local laws or regulations or
iv.Any other factor or characteristic of the Mortgage Loan 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.
 
 

Page 3 of 3

 

We are required to be independent of the Depositor and to meet our other ethical responsibilities, as applicable for agreed-upon procedures engagements set forth in the Preface: Applicable to All Members and Part 1 – Members in Public Practice of the Code of Professional Conduct established by the AICPA. Independence requirements for agreed-upon procedure engagements are less restrictive than independence requirements for audit and other attestation services.

 

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

 

 

/s/ Ernst & Young LLP

 

 

23 February 2024

 
 

Attachment A
Page 1 of 6

Background

 

For the purpose of the procedures described in this report, the Depositor indicated that:

a.The assets of the Issuing Entity will consist primarily of two promissory notes evidencing a two-year (subject to three, one-year extension options), floating rate, interest-only mortgage loan (the “Mortgage Loan”) and
b.The Mortgage Loan is secured by, among other things, cross-collateralized mortgage lien on the borrowers’ fee simple interests and/or leasehold interests in 108 self-storage properties (each, a “Property” and collectively, the “Properties”).

 

Procedures performed and our associated findings

 

1.The Depositor provided us with:
a.An electronic data file (the “Preliminary Data File”) that the Depositor indicated contains information relating to the Mortgage Loan and Properties as of 9 March 2024 (the “Reference Date”) and
b.Record layout and decode information relating to the information on the Preliminary Data File.

 

Using the information in the Source Documents, we compared the Compared Characteristics listed on Exhibit 2 to Attachment A, as shown on the Preliminary Data File, to the corresponding information in the Source Documents indicated on Exhibit 2 to Attachment A, subject to the instructions, assumptions and methodologies stated in the notes on Exhibit 2 to Attachment A. If more than one Source Document is listed for a Compared Characteristic, the Depositor instructed us to note agreement if the value on the Preliminary Data File for the Compared Characteristic agreed with the corresponding information in at least one of the Source Documents listed for such Compared Characteristic on Exhibit 2 to Attachment A (except as described in the notes on Exhibit 2 to Attachment A). We performed no procedures to reconcile any differences that may exist between various Source Documents for any of the Compared Characteristics listed on Exhibit 2 to Attachment A.

 

We performed certain procedures on earlier versions of the Data Files and communicated differences prior to being provided the Data Files which were subjected to the procedures as described herein.

 

2.As instructed by the Depositor, we adjusted the information on the Preliminary Data File to correct all the differences we noted in performing the procedures described in the Item above and provided a list of such differences to the Depositor. The Preliminary Data File, as so adjusted, is hereinafter referred to as the “Updated Data File.”

 

3.Subsequent to the performance of the procedures described in the Items above, we received from the Depositor:
a.An electronic data file (the “Final Data File,” which together with the Preliminary Data File comprise the Data Files) that the Depositor indicated contains information relating to the Mortgage Loan and Properties as of the Reference Date and
b.Record layout and decode information relating to the information on the Final Data File.
 
 

Attachment A
Page 2 of 6

3. (continued)

 

Using information on the:

a.Final Data File and
b.Updated Data File,

we compared each Compared Characteristic listed on Exhibit 2 to Attachment A, as shown on the Final Data File, to the corresponding information on the Updated Data File and found such information to be in agreement.

 

4.Using the “First Payment Date,” as shown on the Final Data File, we recalculated the “Seasoning” of the Mortgage Loan as of the Reference Date. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

 

5.Using the:
a.First Payment Date and
b.Initial Maturity Date,

as shown on the Final Data File, we recalculated the “Original Term (Excluding Extensions)” of the Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

 

6.Using the:
a.First Payment Date and
b.Fully Extended Maturity Date,

as shown on the Final Data File, we recalculated the “Original Term (Including Extension Options)” of the Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

 

7.Using the:
a.Seasoning and
b.Original Term (Excluding Extensions),

as shown on the Final Data File, we recalculated the “Remaining Term to Maturity” of the Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

 

8.Using the:
a.Seasoning and
b.Original Term (Including Extension Options),

as shown on the Final Data File, we recalculated the “Remaining Term (Including Extensions)” of the Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

 
 

Attachment A
Page 3 of 6

 

9.The applicable Source Document(s) indicate that the Mortgage Loan is interest-only for its entire term, including during any extension period options. Based on this information, the Depositor instructed us to:
a.Use the “Original Term (Excluding Extensions),” as shown on the Final Data File, for the original interest-only period of the Mortgage Loan (the “IO Period”),
b.Use “0” for the original amortization term of the Mortgage Loan (the “Original Amortization Term (Excluding Extensions)“),
c.Use “0” for the remaining amortization term of the Mortgage Loan (the “Remaining Amortization Term”),
d.Use “0” for the fully extended remaining amortization term of the Mortgage Loan (the “Remaining Amortization Term (Including Extensions)”) and
e.Use the “Whole Loan Original Balance,” as shown on the Final Data File, for the:
i.Principal balance of the Mortgage Loan and each Property as of the Reference Date (the “Whole Loan Cut-off Balance”) and
ii.Principal balance of the Mortgage Loan and each Property as of the “Initial Maturity Date” of the Mortgage Loan (the “Whole Loan Initial Maturity Balance”).

 

We compared this information to the corresponding information on the Final Data File and found such information to be in agreement.

 

10.Using the:
a.Whole Loan Margin,
b.SOFR Rounding Methodology,
c.SOFR Floor and
d.SOFR Cap,

as shown on the Final Data File, and a SOFR assumption of 5.35000% provided by the Depositor, we recalculated the:

i.Whole Loan Interest Rate and
ii.Whole Loan Interest Rate (at SOFR Cap)

of the Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

 

11.Using the:
a.Whole Loan Original Balance,
b.Whole Loan Interest Rate,
c.Whole Loan Interest Rate (at SOFR Cap) and
d.Accrual Basis,

as shown on the Final Data File, and the calculation methodologies provided by the Depositor described in the succeeding paragraph(s) of this Item, we recalculated the:

i.Monthly Whole Loan Debt Service,
ii.Annual Whole Loan Debt Service,
iii.Monthly Whole Loan Debt Service (at SOFR Cap) and
iv.Annual Whole Loan Debt Service (at SOFR Cap)

of the Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

 
 

Attachment A
Page 4 of 6

 

11. (continued)

 

For the purpose of this procedure, the Depositor instructed us to recalculate the “Monthly Whole Loan Debt Service” of the Mortgage Loan as 1/12th of the product, rounded to two decimal places, of:

a.The “Whole Loan Original Balance,” as shown on the Final Data File,
b.The “Whole Loan Interest Rate,” as shown on the Final Data File, and
c.365/360.

 

For the purpose of this procedure, the Depositor instructed us to recalculate the “Annual Whole Loan Debt Service” of the Mortgage Loan as twelve (12) times the “Monthly Whole Loan Debt Service,” as shown on the Final Data File.

 

For the purpose of this procedure, the Depositor instructed us to recalculate the “Monthly Whole Loan Debt Service (at SOFR Cap)” of the Mortgage Loan as 1/12th of the product, rounded to two decimal places, of:

a.The “Whole Loan Original Balance,” as shown on the Final Data File,
b.The “Whole Loan Interest Rate (at SOFR Cap),” as shown on the Final Data File, and
c.365/360.

 

For the purpose of this procedure, the Depositor instructed us to recalculate the “Annual Whole Loan Debt Service (at SOFR Cap)” of the Mortgage Loan as twelve (12) times the “Monthly Whole Loan Debt Service (at SOFR Cap),” as shown on the Final Data File.

 

12.Using the:
a.Annual Whole Loan Debt Service,
b.Annual Whole Loan Debt Service (at SOFR Cap),
c.Underwritten NOI and
d.Underwritten Net Cash Flow,

as shown on the Final Data File, we recalculated the:

i.Whole Loan NOI DSCR,
ii.Whole Loan NCF DSCR,
iii.Whole Loan NOI DSCR at SOFR Cap and
iv.Whole Loan NCF DSCR at SOFR Cap

of the Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

 

For the purpose of this procedure, the Depositor instructed us to round each of the recalculated characteristics listed in i. through iv. above to two decimal places.

 
 

Attachment A
Page 5 of 6

 

13.Using the:
a.Whole Loan Cut-off Balance,
b.Underwritten NOI and
c.Underwritten Net Cash Flow,

as shown on the Final Data File, we recalculated the:

i.Whole Loan NOI DY and
ii.Whole Loan NCF DY

of the Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

 

For the purpose of this procedure, the Depositor instructed us to round each of the recalculated characteristics listed in i. and ii. above to the nearest 1/10th of one percent.

 

14.Using the:
a.Whole Loan Cut-off Balance,
b.Whole Loan Initial Maturity Balance and
c.Portfolio Appraised Value ($),

as shown on the Final Data File, we recalculated the:

i.Current Whole Loan LTV and
ii.Maturity Whole Loan LTV

of the Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

 

For the purpose of this procedure, the Depositor instructed us to round each of the recalculated characteristics listed in i. and ii. above to the nearest 1/10th of one percent.

 

15.Using the:
a.Whole Loan Cut-off Balance,
b.Appraised Value ($),
c.Portfolio Appraised Value ($) and
d.Units,

as shown on the Final Data File, we recalculated the:

i.Whole Loan Loan Per Unit,
ii.Appraised Value ($) / Unit and
iii.Portfolio Appraised Value ($) / Unit

of the Mortgage Loan and, with respect to ii. above, of each Property. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

 
 

Attachment A
Page 6 of 6

 

16.Using the:
a.Master Servicing Fee Rate,
b.Primary Servicing Fee Rate,
c.Trustee & Paying Agent Fee,
d.CREFC Royalty Fee and
e.OTA Fee,

as shown on the Final Data File, we recalculated the “Admin. Fee” of the Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

 

17.Using the:
a.Admin. Fee and
b.Whole Loan Margin,

as shown on the Final Data File, we recalculated the “Net Margin” of the Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

 

18.Using the “Whole Loan Cut-off Balance,” as shown on the Final Data File, we recalculated the “% of Loan” of the Mortgage Loan and each Property. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

 

19.Using the:
a.Square Footage (Available SF) - Regular,
b.Square Footage (Available SF) - Climate Controlled,
c.Square Footage (Available SF) - Total Self Storage Square Footage,
d.Square Footage (Available SF) - Parking,
e.Square Footage (Available SF) - Apartment,
f.Square Footage (Available SF) - Commercial,
g.Square Footage (Available SF) - Other and
h.Square Footage (Available SF) - Total Square Footage Including Parking, Apartment, Commercial and Other,

as shown on the Final Data File, we recalculated the:

i.% of Square Footage (Available SF) - Regular,
ii.% of Square Footage (Available SF) - Climate Controlled,
iii.% of Square Footage (Available SF) - Self Storage SF % of Total,
iv.% of Square Footage (Available SF) - Parking,
v.% of Square Footage (Available SF) - Apartment,
vi.% of Square Footage (Available SF) - Commercial,
vii.% of Square Footage (Available SF) - Other and
viii.% of Square Footage (Available SF) - Total Square Footage Including Parking, Apartment, Commercial and Other

of each Property, as applicable. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

 

 
 

Exhibit 1 to Attachment A
Page 1 of 2

Source Documents

 

Mortgage Loan Source Documents

 

Source Document Title Source Document Date
   
Promissory Notes 21 February 2024
   
Mortgage Loan Agreement 21 February 2024
   
Guaranty Agreement 21 February 2024
   
Settlement Statement 21 February 2024
   
Deposit Account Control Agreement 21 February 2024
   
Cash Management Agreement 21 February 2024
   
Environmental Indemnity Agreement 21 February 2024
   
Interest Rate Cap Agreement (see Note 1) 22 February 2024

 

Property Source Documents

 

Source Document Title Source Document Date
   
Appraisal Reports Various
   
Portfolio Summary Appraisal Report 12 February 2024
   
Engineering Reports Various
   
Environmental Phase I Reports Various
   
Underwriter’s Summary Report Not Dated
   
Underwritten Rent Roll 31 December 2023
   
Pro Forma Title Policies Not Dated
   
Property Management Agreement 21 February 2024

 

 
 

Exhibit 1 to Attachment A
Page 2 of 2

 

Property Source Documents (continued)

 

Source Document Title Source Document Date
   
Insurance Review Documents Various
   
Certificate of Property Insurance Various
   
Ground Lease Documents Various
   
ESRI Demographic Information Schedule Not Dated
   
Condominium Agreement 21 February 2024
   
SpareBox Overview Deck Not Dated
   
SpareBox Technologies Deck December 2023

 

Note:

 

1.The indicated provided Source Document(s) are draft document(s) with the Source Document Date reflecting the latest date of receipt. For the purpose of the procedures described in this report, the Depositor instructed us to treat the indicated Source Document(s) as fully executed.

 

 

 
 

Exhibit 2 to Attachment A
Page 1 of 7

Compared Characteristics and Source Documents

 

Property Information:

 

Characteristic Source Document(s)
   
Street Address (see Note 1) Appraisal Report
City (see Note 1) Appraisal Report
State (see Note 1) Appraisal Report
Zip Code Appraisal Report
Property Type Appraisal Report
Property Sub-Type Appraisal Report
Year Built Appraisal Report
Year Renovated Appraisal Report
Units Underwritten Rent Roll
Unit Type Underwritten Rent Roll
Occupancy Underwritten Rent Roll
Occupancy Date Underwritten Rent Roll
Unit Mix (Available Units) - Regular Underwritten Rent Roll
Unit Mix (Available Units) - Climate Controlled Underwritten Rent Roll
Unit Mix (Available Units) - Total Self Storage Units Underwritten Rent Roll
Unit Mix (Available Units) - Parking Underwritten Rent Roll
Unit Mix (Available Units) - Apartment Underwritten Rent Roll
Unit Mix (Available Units) - Commercial Underwritten Rent Roll
Unit Mix (Available Units) - Other Underwritten Rent Roll
Unit Mix (Available Units) - Total Units Including Parking, Apartment, Commercial and Other Underwritten Rent Roll
Square Footage (Available SF) - Regular Underwritten Rent Roll
Square Footage (Available SF) - Climate Controlled Underwritten Rent Roll
Square Footage (Available SF) - Total Self Storage Square Footage Underwritten Rent Roll
Square Footage (Available SF) - Parking Underwritten Rent Roll
Square Footage (Available SF) - Apartment Underwritten Rent Roll
Square Footage (Available SF) - Commercial Underwritten Rent Roll
Square Footage (Available SF) - Other Underwritten Rent Roll
Square Footage (Available SF) - Total Square Footage Including Parking, Apartment, Commercial and Other Underwritten Rent Roll

 
 

Exhibit 2 to Attachment A
Page 2 of 7

Property Information: (continued)

 

Characteristic Source Document(s)
   
Unit Mix (Occupied Units) - Regular Underwritten Rent Roll
Unit Mix (Occupied Units) - Climate Controlled Underwritten Rent Roll
Unit Mix (Occupied Units) - Total Self Storage Units Underwritten Rent Roll
Unit Mix (Occupied Units) - Parking Underwritten Rent Roll
Unit Mix (Occupied Units) - Apartment Underwritten Rent Roll
Unit Mix (Occupied Units) - Commercial Underwritten Rent Roll
Unit Mix (Occupied Units) - Other Underwritten Rent Roll
Unit Mix (Occupied Units) - Total Units Including Parking, Apartment, Commercial and Other Underwritten Rent Roll
Unit Mix (Occupied Units) - Regular Underwritten Rent Roll
Square Footage (Occupied SF) - Regular Underwritten Rent Roll
Square Footage (Occupied SF) - Climate Controlled Underwritten Rent Roll
Square Footage (Occupied SF) - Self Storage SF Occupancy (%) Underwritten Rent Roll
Square Footage (Occupied SF) - Parking Underwritten Rent Roll
Square Footage (Occupied SF) - Apartment Underwritten Rent Roll
Square Footage (Occupied SF) - Commercial Underwritten Rent Roll
Square Footage (Occupied SF) - Other Underwritten Rent Roll
UW Self Storage Occupancy (%) (based on SF) Underwritten Rent Roll
UW Total Occupancy Including Parking and Other SF (based on SF) (%) Underwritten Rent Roll

 

 
 

Exhibit 2 to Attachment A
Page 3 of 7

 

Third Party Information:

 

Characteristic Source Document(s)
   
Appraised Value ($) (see Note 2) Appraisal Report
Date of Appraisal (Valuation Date) (see Note 2) Appraisal Report
Portfolio Appraised Value ($) Portfolio Summary Appraisal Report
Phase I Date Environmental Phase I Report
Phase II Recommended Environmental Phase I Report
Engineering Report Date Engineering Report

 

Underwriting Information: (see Note 3)

 

Characteristic Source Document(s)
   
2022 Revenues Underwriter’s Summary Report
2022 Total Expenses Underwriter’s Summary Report
2022 NOI Underwriter’s Summary Report
2022 NCF Underwriter’s Summary Report
2023 Revenues Underwriter’s Summary Report
2023 Total Expenses Underwriter’s Summary Report
2023 NOI Underwriter’s Summary Report
2023 NCF Underwriter’s Summary Report
Most Recent Revenues Underwriter’s Summary Report
Most Recent Total Expenses Underwriter’s Summary Report
Most Recent NOI Underwriter’s Summary Report
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Exhibit 2 to Attachment A
Page 4 of 7

 

Reserve and Escrow Information:

 

Characteristic Source Document(s)
   
Initial Tax Escrow Mortgage Loan Agreement
Monthly Tax Escrow Mortgage Loan Agreement
Monthly Tax Escrow Cap Mortgage Loan Agreement
Terms/Description of Springing Tax Escrow (If applicable) Mortgage Loan Agreement
Initial Insurance Escrow Mortgage Loan Agreement
Monthly Insurance Escrow Mortgage Loan Agreement
Terms/Description of Springing Insurance Escrow (If applicable) Mortgage Loan Agreement
Replacement Reserves Initial Deposit Amount Mortgage Loan Agreement
Replacement Reserves Monthly Deposit Amount Mortgage Loan Agreement
Replacement Reserves Escrow Cap Mortgage Loan Agreement
Terms/Description of Springing Replacement Reserves (If applicable) Mortgage Loan Agreement
Upfront Capex Reserve Settlement Statement
Initial TI/LC Amount Mortgage Loan Agreement
Monthly TI/LC Reserve Mortgage Loan Agreement
TI/LC Reserve Cap Mortgage Loan Agreement
Terms/Description of Springing TI/LC Reserve (If applicable) Mortgage Loan Agreement
Other Escrow Description Mortgage Loan Agreement
Other Escrow Initial Amount Mortgage Loan Agreement
Other Escrow Monthly Amount Mortgage Loan Agreement
Other Escrow Monthly Cap Mortgage Loan Agreement
Terms/Description of Springing Other Escrow (If applicable) Mortgage Loan Agreement

 

 
 

Exhibit 2 to Attachment A
Page 5 of 7

 

Mortgage Loan Information:

 

Characteristic Source Document(s)
   
Note Date Mortgage Loan Agreement
Whole Loan Margin Mortgage Loan Agreement
Whole Loan Original Balance Mortgage Loan Agreement
Amortization Type (During Initial Term and Extended Term) Mortgage Loan Agreement
Accrual Basis Mortgage Loan Agreement
First Payment Date Mortgage Loan Agreement
Initial Maturity Date Mortgage Loan Agreement
Extension Options (Yes/No) Mortgage Loan Agreement
Extension Options Description Mortgage Loan Agreement
Extension Test Description Mortgage Loan Agreement
Fully Extended Maturity Date Mortgage Loan Agreement
First Extension Fee Mortgage Loan Agreement
Second Extension Fee Mortgage Loan Agreement
Third Extension Fee Mortgage Loan Agreement
Extension Spread Increase (Yes/No) Mortgage Loan Agreement
Extension Spread Increase Description Mortgage Loan Agreement
Exit Fees Mortgage Loan Agreement
Payment Day of Month Mortgage Loan Agreement
Payment Date (Business Day Convention) Mortgage Loan Agreement
Payment Grace Period Event of Default Mortgage Loan Agreement
Payment Grace Period Event of Late Fee Mortgage Loan Agreement
Balloon Grace Period Event of Default Mortgage Loan Agreement
Balloon Grace Period Event of Late Fee (see Note 4) Mortgage Loan Agreement
Interest Accrual Period Start Mortgage Loan Agreement
Interest Accrual Period End Mortgage Loan Agreement
Interest Rate Adjustment Frequency Mortgage Loan Agreement

 
 

Exhibit 2 to Attachment A
Page 6 of 7

 

Mortgage Loan Information: (continued)

 

Characteristic Source Document(s)
   
SOFR Rounding Methodology Mortgage Loan Agreement
SOFR Lookback Days Mortgage Loan Agreement
SOFR Floor Mortgage Loan Agreement
SOFR Cap Mortgage Loan Agreement
SOFR Cap After Extension Mortgage Loan Agreement
SOFR Cap Expiration Date Interest Rate Cap Agreement
Prepayment String (see Note 5) Mortgage Loan Agreement
Lockout Payments (see Note 6) Mortgage Loan Agreement
SM Payments (see Notes 5 and 6) Mortgage Loan Agreement
Open Payments (see Notes 5 and 6) Mortgage Loan Agreement
Prepay Period End Date (see Notes 5 and 6) Mortgage Loan Agreement
Partially Prepayable without Penalty Mortgage Loan Agreement
Partially Prepayable without Penalty Description Mortgage Loan Agreement
Partial Collateral Release (Y/N) Mortgage Loan Agreement
Partial Collateral Release Description Mortgage Loan Agreement
LockBox (Y/N) Mortgage Loan Agreement
Lockbox Type (see Note 7) Mortgage Loan Agreement
Cash Management Type (see Note 8) Mortgage Loan Agreement
Loan Purpose Settlement Statement
Ownership Interest Pro Forma Title Policy
Substitution Allowed (Y/N) Mortgage Loan Agreement
Substitution Provision Description Mortgage Loan Agreement

 

Notes:

 

1.For the purpose of comparing the indicated characteristics, the Depositor instructed us to ignore differences that are due to standard postal abbreviations.

 

2.For the purpose of comparing the “Appraised Value ($)” and “Date of Appraisal (Valuation Date)” characteristics for each Property, the Depositor instructed us to use the appraised value and date, respectively, as shown in the applicable Source Document(s), associated with the related “Appraisal Type,” as shown on the Preliminary Data File.

 

3.For the purpose of comparing the “Underwriting Information” characteristics that are expressed as dollar values, the Depositor instructed us to ignore differences of +/- $1 or less.

 

 
 

Exhibit 2 to Attachment A
Page 7 of 7

 

Notes: (continued)

 

4.For the purpose of comparing the “Balloon Grace Period Event of Late Fee” characteristic, the Depositor instructed us to use the “Payment Grace Period Event of Late Fee,” as shown in the applicable Source Document(s), as the applicable Source Document(s) did not specify a grace period for the payment due on the “Initial Maturity Date” or another maturity date during any extension period.

 

5.For the purpose of comparing the indicated characteristics, the Depositor instructed us to assume that prepayment of the Mortgage Loan without prepayment penalty is permitted on 4/9/2025, and that this “Payment Day of Month” is part of the open period.

 

6.For the purpose of comparing the indicated characteristics, the Depositor instructed us to ignore any freely prepayable portion of the Mortgage Loan, as shown in the applicable Source Document(s).

 

7.For the purpose of comparing the “Lockbox Type” characteristic, the Depositor instructed us to use “Hard” if the applicable Source Document(s) require the borrower(s) or manager(s) to direct tenants or credit card companies to pay rents directly to a lockbox account controlled by the lender(s).

 

8.For the purpose of comparing the “Cash Management Type” characteristic, the Depositor instructed us to use “Springing” if:
a.Prior to the occurrence of an event of default or one or more specified trigger events described under the applicable Source Document(s), funds in the lockbox are forwarded to an account controlled by the borrower(s) or otherwise made available to the borrower(s) and
b.Upon the occurrence of an event of default or one or more specified trigger events under the applicable Source Document(s), funds in the lockbox are forwarded to a cash management account controlled by the lender(s), and the funds are disbursed according to the applicable Source Document(s).

 

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

 

 
 

Exhibit 3 to Attachment A

 

Provided Characteristics

 

Characteristic
 
Property No.
Seller
Property ID
Loan/Property Name
Loan or Property
# of Props
Property ID
Master Servicing Fee Rate
Primary Servicing Fee Rate
Trustee & Paying Agent Fee
CREFC Royalty Fee
OTA Fee
Appraisal Type

 

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

 

 

 

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