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) [ ]
X Rule 15Ga-2 under the Exchange Act (17 CFR 240.15Ga-2)
Central Index Key Number of depositor: 0001547361
MSCCG Trust 2018-SELF
(Exact name of issuing entity as specified in its charter)
Central Index Key Number of issuing entity: 0001754599
Amy Kim, (212) 762-5079
Name and telephone number, including
area code, of the person to
contact in connection with this filing
INFORMATION TO BE INCLUDED IN THE REPORT
PART II: 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 99.1 hereto is a Report of Independent
Accountants on Applying Agreed-Upon Procedures, dated October 1, 2018, 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.
SIGNATURES
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.
Morgan Stanley Capital I Inc.
(Depositor)
Date: October 1, 2018
/s/ George Kok |
By: George Kok, Chief Executive Officer & President
(senior officer in charge of securitization of the depositor)
EXHIBIT INDEX
Exhibit Number | Description |
Exhibit 99.1 | Report of Independent Accountants on Applying Agreed-Upon Procedures, dated October 1, 2018, of Ernst & Young LLP. |
Exhibit 99.1
MSCCG Trust 2018-SELF Commercial Mortgage Pass Through Certificates, Series 2018-SELF
Report To: Morgan Stanley Capital I Inc. Morgan Stanley Mortgage Capital Holdings LLC Morgan Stanley Bank, N.A. Morgan Stanley & Co. LLC Citi Real Estate Funding Inc. Citigroup Global Markets Inc.
1 October 2018 |
Ernst & Young LLP 5 Times Square New York, NY 10036 |
Tel: +1 212 773 3000 ey.com |
Report of Independent Accountants on Applying Agreed-Upon Procedures
Morgan Stanley Capital I Inc. Morgan Stanley Mortgage Capital Holdings LLC Morgan Stanley Bank, N.A. Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 |
Citi Real Estate Funding Inc. Citigroup Global Markets Inc. 390 Greenwich Street New York, New York 10013 |
Re: MSCCG
Trust 2018-SELF Commercial Mortgage Pass-Through Certificates, Series 2018-SELF (the “Certificates”) |
We have performed the procedures enumerated in Attachment A, which were agreed to by the addressees of this report (the “Specified Parties”), solely to assist Morgan Stanley Capital I Inc. (the “Depositor”) with respect to certain information relating to the Mortgage Loan (as defined in Attachment A) that will secure the Certificates. This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of the procedures is solely the responsibility of the Specified Parties. Consequently, we make no representation regarding the sufficiency 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 MSCCG Trust 2018-SELF securitization transaction (the “Draft Preliminary Offering Circular”) and |
g. | Instructions, assumptions and methodologies, which are described in Attachment A. |
Page 2 of 2 |
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 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 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 as to: (a) the existence of the Mortgage Loan, (b) questions of legal or tax interpretation and (c) the 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.
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 American Institute of Certified Public Accountants 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 originators 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. |
This report is intended solely for the 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
1 October 2018
Attachment A Page 1 of 8 |
Background
For the purpose of the procedures described in this report, the Depositor indicated that:
a. | The Certificates will represent beneficial interests in MSCCG Trust 2018-SELF (the “Issuing Entity”) that will be established by the Depositor, |
b. | The assets of the Issuing Entity will consist primarily of a two-year componentized floating rate mortgage loan subject to five successive one-year extension options (the “Mortgage Loan”), |
c. | The Mortgage Loan is secured primarily by, among other things, first-lien mortgages on the borrowers’ fee simple interests in 65 self-storage properties (each, a “Property” and collectively, the “Properties”) and |
d. | The Mortgage Loan has a related floating rate mezzanine loan (the “Mezzanine Loan”) that will not be an asset of the Issuing Entity. |
For the purpose of the procedures described in this report, the Mortgage Loan, together with the Mezzanine Loan, is hereinafter referred to as the “Total Debt associated with the Mortgage Loan” (or with respect to each Property, is hereafter referred to as the “Total Debt associated with each Property”).
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, Mezzanine Loan, Properties, Total Debt associated with the Mortgage Loan and Total Debt associated with each Property as of 9 October 2018 (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.
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 Item 1. 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.” |
Attachment A Page 2 of 8 |
3. | Subsequent to the performance of the procedures described in Items 1. and 2. 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, Mezzanine Loan, Properties, Total Debt associated with the Mortgage Loan and Total Debt associated with each Property as of the Reference Date and |
b. | Record layout and decode information relating to the information on the Final Data File. |
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, all 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” of the Mortgage Loan and Mezzanine Loan, as shown on the Final Data File, we recalculated the “Seasoning” of the Mortgage Loan and Mezzanine 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. Maturity Date
of the Mortgage Loan and Mezzanine Loan, both as shown on the Final Data File, we recalculated the “Original Loan Term (mos)” of the Mortgage Loan and Mezzanine 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. Original Loan Term (mos) and
b. Seasoning
of the Mortgage Loan and Mezzanine Loan, both as shown on the Final Data File, we recalculated the “Remaining Loan Term (mos)” of the Mortgage Loan and Mezzanine 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 8 |
7. | The applicable Source Documents indicate that the Mortgage Loan and Mezzanine Loan are interest-only for their entire terms. Based on this information, the Depositor instructed us to: |
a. | Use the “Original Loan Term (mos)” of the Mortgage Loan and Mezzanine Loan, as shown on the Final Data File, for the original interest-only period of the Mortgage Loan and Mezzanine Loan (the “IO Term (mos)”), |
b. | Use “0” for the original amortization term of the Mortgage Loan and Mezzanine Loan (the “Original Amortization Term”), |
c. | Use the “Mortgage Loan Original Balance” of the Mortgage Loan and each Property, as shown on the Final Data File, as: |
i. | The principal balance of the Mortgage Loan and each Property as of the Reference Date (the “Mortgage Loan Cut-off Date Balance”) and |
ii. | The principal balance of the Mortgage Loan and each Property as of the “Maturity Date” of the Mortgage Loan (the “Mortgage Loan Balloon Balance”) and |
d. | Use the “Mezzanine Loan Original Balance” of the Mezzanine Loan and each Property, as shown on the Final Data File, as: |
i. | The principal balance of the Mezzanine Loan and each Property as of the Reference Date (the “Mezzanine Loan Cut-off Date Balance”) and |
ii. | The principal balance of the Mezzanine Loan and each Property as of the “Maturity Date” of the Mezzanine Loan (the “Mezzanine Loan Balloon Balance”). |
We compared this information to the corresponding information on the Final Data File and found such information to be in agreement.
8. | Using the: |
a. | Mortgage Loan Original Balance, |
b. | Mezzanine Loan Original Balance, |
c. | Mortgage Loan Cut-off Date Balance, |
d. | Mezzanine Loan Cut-off Date Balance, |
e. | Mortgage Loan Balloon Balance, |
f. | Mezzanine Loan Balloon Balance, |
g. | Mortgage Loan Spread and |
h. | Mezzanine Loan Spread |
of the Mortgage Loan, Mezzanine Loan and each Property, as applicable, all as shown on the Final Data File, we recalculated the:
i. | Total Debt Original Balance, |
ii. | Total Debt Cut-off Date Balance, |
iii. | Total Debt Balloon Balance and |
iv. | Total Debt Spread |
of the Total Debt associated with the Mortgage Loan and, with respect to Items i. through iii. 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 4 of 8 |
9. | Using the: |
a. | Mortgage Loan Spread, |
b. | Mezzanine Loan Spread, |
c. | Total Debt Spread, |
d. | Mortgage Loan LIBOR Floor, |
e. | Mezzanine Loan LIBOR Floor, |
f. | Mortgage Loan LIBOR Rounding Methodology, |
g. | Mezzanine Loan LIBOR Rounding Methodology, |
h. | Mortgage Loan LIBOR Cap Strike Rate and |
i. | Mezzanine Loan LIBOR Cap Strike Rate |
of the Mortgage Loan, Mezzanine Loan and Total Debt associated with the Mortgage Loan, as applicable, all as shown on the Final Data File, and a LIBOR assumption of 2.30000% that was provided by the Depositor, we recalculated the:
i. | Mortgage Loan Interest Rate, |
ii. | Mezzanine Loan Interest Rate, |
iii. | Mortgage Loan Interest Rate at Cap, |
iv. | Mezzanine Loan Interest Rate at Cap, |
v. | Total Debt Interest Rate and |
vi. | Total Debt Interest Rate at Cap |
of the Mortgage Loan, Mezzanine Loan and Total Debt associated with the Mortgage Loan, as applicable. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.
10. | Using the: |
a. | Mortgage Loan Original Balance, |
b. | Mortgage Loan Interest Rate, |
c. | Mortgage Loan Interest Rate at Cap and |
d. | Interest Accrual Method |
of the Mortgage Loan, all as shown on the Final Data File, and the calculation methodologies provided by the Depositor which are described in the succeeding paragraphs of this Item 10., we recalculated the:
i. | Mortgage Loan Monthly IO Payment, |
ii. | Mortgage Loan Annual IO Debt Service and |
iii. | Mortgage Loan Annual IO Debt Service at 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 recalculate the “Mortgage Loan Monthly IO Payment” of the Mortgage Loan as 1/12th of the product of:
a. | The “Mortgage Loan Original Balance,” as shown on the Final Data File, |
b. | The “Mortgage 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 “Mortgage Loan Annual IO Debt Service” of the Mortgage Loan as twelve (12) times the “Mortgage Loan Monthly IO Payment” of the Mortgage Loan, as shown on the Final Data File.
Attachment A Page 5 of 8 |
10. (continued)
For the purpose of this procedure, the Depositor instructed us to recalculate the “Mortgage Loan Annual IO Debt Service at Cap” of the Mortgage Loan as the product of:
a. | The “Mortgage Loan Original Balance,” as shown on the Final Data File, |
b. | The “Mortgage Loan Interest Rate at Cap,” as shown on the Final Data File, and |
c. | 365/360. |
11. | Using the: |
a. | Mezzanine Loan Original Balance, |
b. | Mezzanine Loan Interest Rate, |
c. | Mezzanine Loan Interest Rate at Cap and |
d. | Mezzanine Loan Interest Accrual Method |
of the Mezzanine Loan, all as shown on the Final Data File, and the calculation methodologies provided by the Depositor which are described in the succeeding paragraphs of this Item 11., we recalculated the:
i. | Mezzanine Loan Monthly IO Payment, |
ii. | Mezzanine Loan Annual IO Debt Service and |
iii. | Mezzanine Loan Annual IO Debt Service at Cap |
of the Mezzanine 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 recalculate the “Mezzanine Loan Monthly IO Payment” of the Mezzanine Loan as 1/12th of the product of:
a. | The “Mezzanine Loan Original Balance,” as shown on the Final Data File, |
b. | The “Mezzanine 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 “Mezzanine Loan Annual IO Debt Service” of the Mezzanine Loan as twelve (12) times the “Mezzanine Loan Monthly IO Payment” of the Mezzanine Loan, as shown on the Final Data File.
For the purpose of this procedure, the Depositor instructed us to recalculate the “Mezzanine Loan Annual IO Debt Service at Cap” of the Mezzanine Loan as the product of:
a. | The “Mezzanine Loan Original Balance,” as shown on the Final Data File, |
b. | The “Mezzanine Loan Interest Rate at Cap,” as shown on the Final Data File, and |
c. | 365/360. |
Attachment A Page 6 of 8 |
12. | Using the: |
a. | Mortgage Loan Monthly IO Payment, |
b. | Mortgage Loan Annual IO Debt Service, |
c. | Mortgage Loan Annual IO Debt Service at Cap, |
d. | Mezzanine Loan Monthly IO Payment, |
e. | Mezzanine Loan Annual IO Debt Service and |
f. | Mezzanine Loan Annual IO Debt Service at Cap |
of the Mortgage Loan and Mezzanine Loan, as applicable, all as shown on the Final Data File, we recalculated the:
i. | Total Debt Monthly IO Payment, |
ii. | Total Debt Annual IO Debt Service and |
iii. | Total Debt Annual IO Debt Service at Cap |
of the Total Debt associated with 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.
13. | Using the: |
a. | Fourth Most Recent Total Revenues, |
b. | Third Most Recent Total Revenues, |
c. | Second Most Recent Total Revenues, |
d. | Most Recent Total Revenues, |
e. | Underwritten Total Revenues, |
f. | Fourth Most Recent Total Expenses, |
g. | Third Most Recent Total Expenses, |
h. | Second Most Recent Total Expenses, |
i. | Most Recent Total Expenses and |
j. | Underwritten Total Expenses |
of the Mortgage Loan and each Property, all as shown on the Final Data File, we recalculated the:
i. | Fourth Most Recent NOI, |
ii. | Third Most Recent NOI, |
iii. | Second Most Recent NOI, |
iv. | Most Recent NOI and |
v. | Underwritten NOI |
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.
For the purpose of comparing the “Fourth Most Recent NOI,” “Third Most Recent NOI,” “Second Most Recent NOI,” “Most Recent NOI” and “Underwritten NOI” characteristics, the Depositor instructed us to ignore differences of +/- $1 or less.
Attachment A Page 7 of 8 |
14. | Using the: |
a. | Most Recent NOI, |
b. | Underwritten NOI, |
c. | Most Recent Replacement Reserve and |
d. | Underwritten Replacement Reserve |
of the Mortgage Loan and each Property, all as shown on the Final Data File, we recalculated the:
i. | Most Recent NCF and |
ii. | Underwritten NCF |
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.
For the purpose of comparing the “Most Recent NCF” and “Underwritten NCF” characteristics, the Depositor instructed us to ignore differences of +/- $1 or less.
15. | Using the: |
a. | Mortgage Loan Annual IO Debt Service, |
b. | Mortgage Loan Annual IO Debt Service at Cap, |
c. | Mortgage Loan Cut-off Date Balance, |
d. | Mortgage Loan Balloon Balance, |
e. | Underwritten NOI, |
f. | Underwritten NCF, |
g. | Appraisal Value and |
h. | Total Property SF |
of the Mortgage Loan and each Property, as applicable, all as shown on the Final Data File, and the applicable calculation methodologies and assumptions described in the Draft Preliminary Offering Circular, we recalculated the:
i. | Underwritten Mortgage Loan IO NOI DSCR, |
ii. | Underwritten Mortgage Loan IO NCF DSCR, |
iii. | Underwritten Mortgage Loan IO NOI DSCR at Cap, |
iv. | Underwritten Mortgage Loan IO NCF DSCR at Cap, |
v. | Cut-off Date Mortgage Loan LTV, |
vi. | Maturity Date Mortgage Loan LTV, |
vii. | Underwritten Mortgage Loan NOI Debt Yield, |
viii. | Underwritten Mortgage Loan NCF Debt Yield and |
ix. | Mortgage Loan PSF |
of the Mortgage Loan and, with respect to Item ix. 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.
For the purpose of this procedure, the Depositor instructed us to:
a. | Round the “Underwritten Mortgage Loan IO NOI DSCR,” “Underwritten Mortgage Loan IO NCF DSCR,” “Underwritten Mortgage Loan IO NOI DSCR at Cap” and “Underwritten Mortgage Loan IO NCF DSCR at Cap” to two decimal places and |
b. | Round the “Cut-off Date Mortgage Loan LTV,” “Maturity Date Mortgage Loan LTV,“ “Underwritten Mortgage Loan NOI Debt Yield” and “Underwritten Mortgage Loan NCF Debt Yield” to the nearest 1/10th of one percent. |
Attachment A Page 8 of 8 |
16. | Using the: |
a. | Total Debt Annual IO Debt Service, |
b. | Total Debt Annual IO Debt Service at Cap, |
c. | Total Debt Cut-off Date Balance, |
d. | Total Debt Balloon Balance, |
e. | Underwritten NOI, |
f. | Underwritten NCF, |
g. | Appraisal Value and |
h. | Total Property SF |
of each Property and the Total Debt associated with the Mortgage Loan, as applicable, all as shown on the Final Data File, and the applicable calculation methodologies and assumptions described in the Draft Preliminary Offering Circular, we recalculated the:
i. | Underwritten Total Debt IO NOI DSCR, |
ii. | Underwritten Total Debt IO NCF DSCR, |
iii. | Underwritten Total Debt IO NOI DSCR at Cap, |
iv. | Underwritten Total Debt IO NCF DSCR at Cap, |
v. | Cut-off Date Total Debt LTV, |
vi. | Maturity Date Total Debt LTV, |
vii. | Underwritten Total Debt NOI Debt Yield, |
viii. | Underwritten Total Debt NCF Debt Yield and |
ix. | Total Debt PSF |
of the Total Debt associated with the Mortgage Loan and, with respect to Item ix. 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.
For the purpose of this procedure, the Depositor instructed us to:
a. | Round the “Underwritten Total Debt IO NOI DSCR,” “Underwritten Total Debt IO NCF DSCR,” “Underwritten Total Debt IO NOI DSCR at Cap” and “Underwritten Total Debt IO NCF DSCR at Cap” to two decimal places and |
b. | Round the “Cut-off Date Total Debt LTV,” “Maturity Date Total Debt LTV,“ “Underwritten Total Debt NOI Debt Yield” and “Underwritten Total Debt NCF Debt Yield” to the nearest 1/10th of one percent. |
17. | Using the: |
a. | Mortgage Loan Interest Rate and |
b. | Administrative Fee Rate |
of the Mortgage Loan, both as shown on the Final Data File, we recalculated the “Net Interest Rate” 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.
Exhibit 1 to Attachment A Page 1 of 2 |
Source Documents
Mortgage Loan and Mezzanine Loan Source Documents
Source Document Title | Source Document Date | |
Mortgage Loan Promissory Notes | 27 September 2018 | |
Mortgage Loan Agreement | 27 September 2018 | |
Mezzanine Loan Promissory Notes | 27 September 2018 | |
Mezzanine Loan Agreement | 27 September 2018 | |
Schedule of Allocated Loan Amounts | Not Dated | |
Interest Rate Cap Agreement | 27 September 2018 | |
Closing Statement | 27 September 2018 | |
Non-Consolidation Opinion | 27 September 2018 | |
Guaranty Agreement | 27 September 2018 | |
Cash Management Agreement | 27 September 2018 | |
Bloomberg Screenshot for LIBOR Cap Provider Rating | 26 September 2018 |
Property Source Documents
Source Document Title | Source Document Date | |
Appraisal Reports | Various | |
Engineering Reports | Various | |
Seismic Reports | Various | |
Phase I Environmental Reports | Various | |
USPS Internet Site (www.usps.gov) | Not Applicable | |
Underwriter’s Summary Report | Not Dated |
Exhibit 1 to Attachment A Page 2 of 2 |
Property Source Documents (continued)
Source Document Title | Source Document Date | |
Insurance Review Report | 26 September 2018 | |
Title Policies | Not Dated | |
Management Agreements | Various |
Exhibit 2 to Attachment A Page 1 of 5 |
Compared Characteristics and Source Documents
Property Information:
Characteristic | Source Document | |
Street Address (see Note 1) | Appraisal Report | |
City (see Note 1) | Appraisal Report | |
State (see Note 1) | Appraisal Report | |
County | USPS Internet Site (www.usps.gov) | |
Zip Code | USPS Internet Site (www.usps.gov) | |
Property Type | Appraisal Report | |
Property Type Detail | Appraisal Report | |
Year Built | Appraisal Report | |
Most Recent Renovation | Appraisal Report | |
Total Property SF | Underwriter’s Summary Report | |
Total Property Units | Underwriter’s Summary Report | |
Total Property Occupancy Rate | Underwriter’s Summary Report | |
Occupancy As of Date | Underwriter’s Summary Report |
Third Party Information:
Characteristic | Source Document | ||
Appraisal Value | Appraisal Report | ||
Appraisal Date | Appraisal Report | ||
Environmental Phase I Report Date | Phase I Environmental Report | ||
Engineering Report Date | Engineering Report | ||
Seismic Report Date (see Note 2) | Seismic Report | ||
PML % (see Note 2) | Seismic Report | ||
Terrorism Insurance | Insurance Review Report | ||
Windstorm Insurance | Insurance Review Report | ||
Earthquake Insurance | Insurance Review Report | ||
Flood Insurance | Insurance Review Report |
Underwriting Information: (see Note 3)
Characteristic | Source Document | |
Fourth Most Recent Financial Date | Underwriter’s Summary Report | |
Third Most Recent Financial Date | Underwriter’s Summary Report | |
Second Most Recent Financial Date | Underwriter’s Summary Report | |
Most Recent Financial Date | Underwriter’s Summary Report | |
Most Recent Financial Description | Underwriter’s Summary Report | |
Fourth Most Recent Occupancy | Underwriter’s Summary Report | |
Third Most Recent Occupancy | Underwriter’s Summary Report | |
Second Most Recent Occupancy | Underwriter’s Summary Report |
Exhibit 2 to Attachment A Page 2 of 5 |
Underwriting Information: (continued)
Characteristic | Source Document | |
Fourth Most Recent Total Revenues | Underwriter’s Summary Report | |
Third Most Recent Total Revenues | Underwriter’s Summary Report | |
Second Most Recent Total Revenues | Underwriter’s Summary Report | |
Most Recent Total Revenues | Underwriter’s Summary Report | |
Underwritten Total Revenues | Underwriter’s Summary Report | |
Fourth Most Recent Total Expenses | Underwriter’s Summary Report | |
Third Most Recent Total Expenses | Underwriter’s Summary Report | |
Second Most Recent Total Expenses | Underwriter’s Summary Report | |
Most Recent Total Expenses | Underwriter’s Summary Report | |
Underwritten Total Expenses | Underwriter’s Summary Report | |
Most Recent Replacement Reserve | Underwriter’s Summary Report | |
Underwritten Replacement Reserve | Underwriter’s Summary Report |
Reserve and Escrow Information:
Characteristic | Source Document(s) | |
Real Estate Tax Escrow – Initial | Mortgage Loan Agreement and Closing Statement | |
Real Estate Tax Escrow – Ongoing | Mortgage Loan Agreement | |
Real Estate Tax Escrow – Springing Condition | Mortgage Loan Agreement | |
Insurance Escrow – Initial | Mortgage Loan Agreement and Closing Statement | |
Insurance Escrow – Ongoing | Mortgage Loan Agreement | |
Insurance Escrow – Springing Condition | Mortgage Loan Agreement | |
Replacement Reserve Escrow – Initial | Mortgage Loan Agreement and Closing Statement | |
Replacement Reserve Escrow – Ongoing | Mortgage Loan Agreement | |
Replacement Reserve Escrow – Springing Condition | Mortgage Loan Agreement | |
Rollover Escrow – Initial | Mortgage Loan Agreement and Closing Statement | |
Rollover Escrow – Ongoing | Mortgage Loan Agreement | |
Rollover Escrow – Springing Condition | Mortgage Loan Agreement | |
Immediate Repairs Escrow – Initial | Mortgage Loan Agreement and Closing Statement | |
Immediate Repairs Escrow – Ongoing | Mortgage Loan Agreement | |
Other Escrow Required | Mortgage Loan Agreement | |
Other Escrow 1 – Description | Mortgage Loan Agreement | |
Other Escrow 1 – Initial | Mortgage Loan Agreement and Closing Statement | |
Other Escrow 1 – Ongoing | Mortgage Loan Agreement | |
Other Escrow 1 – Springing Condition | Mortgage Loan Agreement | |
Other Escrow 2 – Description | Mortgage Loan Agreement | |
Other Escrow 2 – Initial | Mortgage Loan Agreement and Closing Statement | |
Other Escrow 2 – Ongoing | Mortgage Loan Agreement | |
Other Escrow 2 – Springing Condition | Mortgage Loan Agreement |
Exhibit 2 to Attachment A Page 3 of 5 |
Mortgage Loan and Mezzanine Loan Information:
Characteristic | Source Document(s) | |
Origination Date | Mortgage Loan Agreement | |
Borrower | Mortgage Loan Agreement | |
Mortgage Loan Original Balance | Schedule of Allocated Loan Amounts | |
Payment Date (see Note 4) | Mortgage Loan Agreement and Mezzanine Loan Agreement | |
Grace Period (Late Fee) (see Note 4) | Mortgage Loan Agreement and Mezzanine Loan Agreement | |
Grace Period (Default) (see Note 4) | Mortgage Loan Agreement and Mezzanine Loan Agreement | |
Amortization Type (see Note 4) | Mortgage Loan Agreement and Mezzanine Loan Agreement | |
Interest Accrual Method | Mortgage Loan Agreement | |
Interest Accrual Start (see Note 4) | Mortgage Loan Agreement and Mezzanine Loan Agreement | |
Interest Accrual End (see Note 4) | Mortgage Loan Agreement and Mezzanine Loan Agreement | |
Mortgage Loan LIBOR Rounding Methodology | Mortgage Loan Agreement | |
Mortgage Loan Interest Rate Adjustment Frequency | Mortgage Loan Agreement | |
Mortgage Loan Spread | Mortgage Loan Agreement | |
Mortgage Loan LIBOR Floor | Mortgage Loan Agreement | |
Mortgage Loan LIBOR Cap Strike Rate | Interest Rate Cap Agreement | |
Mortgage Loan LIBOR Cap Expiration Date | Interest Rate Cap Agreement | |
Mortgage Loan LIBOR Cap Provider | Interest Rate Cap Agreement | |
Mortgage Loan LIBOR Cap Provider Rating (F/M/S) | Bloomberg Screenshot for LIBOR Cap Provider Rating | |
Maturity Date (see Note 4) | Mortgage Loan Agreement and Mezzanine Loan Agreement | |
Extension Options (see Note 4) | Mortgage Loan Agreement and Mezzanine Loan Agreement | |
Extension Option Description (see Note 4) | Mortgage Loan Agreement and Mezzanine Loan Agreement | |
Fully Extended Maturity Date (see Note 4) | Mortgage Loan Agreement and Mezzanine Loan Agreement | |
Open Period Begin Date | Mortgage Loan Agreement | |
Prepay Description | Mortgage Loan Agreement | |
Partial Release (Y/N) | Mortgage Loan Agreement | |
Partial Release Description | Mortgage Loan Agreement | |
Lockbox (see Note 5) | Mortgage Loan Agreement and Cash Management Agreement |
Exhibit 2 to Attachment A Page 4 of 5 |
Mortgage Loan and Mezzanine Loan Information: (continued)
Characteristic | Source Document(s) | |
Cash Management (see Note 6) | Mortgage Loan Agreement and Cash Management Agreement | |
Cash Management Springing Condition | Mortgage Loan Agreement and Cash Management Agreement | |
Carve-Out Guarantor(s) | Guaranty Agreement | |
Sponsor | Mortgage Loan Agreement | |
Non-Consolidation Opinion | Non-Consolidation Opinion | |
SPE | Mortgage Loan Agreement | |
Independent Director | Mortgage Loan Agreement | |
Title Type | Title Policy | |
Loan Purpose | Closing Statement | |
Future Debt Permitted (Y/N) | Mortgage Loan Agreement | |
Future Debt Description | Mortgage Loan Agreement | |
Mezzanine Lender | Mezzanine Loan Agreement | |
Mezzanine Loan Origination Date | Mezzanine Loan Agreement | |
Mezzanine Loan Original Balance | Schedule of Allocated Loan Amounts | |
Mezzanine Loan Interest Accrual Method | Mezzanine Loan Agreement | |
Mezzanine Loan LIBOR Rounding Methodology | Mezzanine Loan Agreement | |
Mezzanine Loan Interest Rate Adjustment Frequency | Mezzanine Loan Agreement | |
Mezzanine Loan Spread | Mezzanine Loan Agreement | |
Mezzanine Loan LIBOR Floor | Mezzanine Loan Agreement | |
Mezzanine Loan LIBOR Cap Strike Rate | Interest Rate Cap Agreement | |
Mezzanine Loan LIBOR Cap Expiration Date | Interest Rate Cap Agreement | |
Mezzanine Loan LIBOR Cap Provider | Interest Rate Cap Agreement | |
Mezzanine Loan LIBOR Cap Provider Rating (F/M/S) | Bloomberg Screenshot for LIBOR Cap Provider Rating |
Notes:
1. | For the purpose of comparing the: |
a. | Street Address, |
b. | City and |
c. | State |
characteristics for each Property, the Depositor instructed us to ignore differences that are caused by standard postal abbreviations.
2. | The Depositor instructed us to perform procedures on the “Seismic Report Date” and “PML %” characteristics only for Properties where we received a corresponding seismic report Source Document. For each Property on the Preliminary Data File where we did not receive a corresponding seismic report Source Document, the Depositor instructed us to use “NAP” for the “Seismic Report Date” and “PML %” characteristics. |
Exhibit 2 to Attachment A Page 5 of 5 |
Notes: (continued)
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. |
4. | For the: |
a. | Payment Date, |
b. | Grace Period (Late Fee), |
c. | Grace Period (Default), |
d. | Amortization Type, |
e. | Interest Accrual Start, |
f. | Interest Accrual End, |
g. | Maturity Date, |
h. | Extension Options, |
i. | Extension Option Description and |
j. | Fully Extended Maturity Date |
characteristics, the Depositor instructed us to compare the information on the Preliminary Data File to the corresponding information for both the Mortgage Loan and Mezzanine Loan that is shown in the applicable Source Document(s) for each of the characteristics listed in a. through j. above.
5. | For the purpose of comparing the “Lockbox” characteristic, the Depositor instructed us to use “Hard” for the “Lockbox” characteristic if the applicable Source Documents require the borrowers to direct credit card companies or check restricted accounts to pay receipts directly to a lockbox account controlled by the lender. |
6. | For the purpose of comparing the “Cash Management” characteristic, the Depositor instructed us to use “Springing” for the “Cash Management” characteristic if: |
a. | Prior to the occurrence of an event of default or one or more specific trigger events described in the applicable Source Documents, revenue in the lockbox account is transferred to an account controlled by the borrowers and |
b. | Upon the occurrence of an event of default or one or more specific trigger events described in the applicable Source Documents, revenue in the lockbox account is transferred to a cash management account controlled by the lender, and the funds are used to pay monthly debt service and reserve payments, as described in the applicable Source Documents. |
We performed no procedures to determine the 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 |
Loan Number |
Unique ID |
Loan / Property Name |
Environmental Phase II Report Date |
Underwritten TI/LC Reserve |
First Payment Date |
Monthly P&I Payment |
Annual P&I Debt Service |
Defeasance Lockout Expiration Date |
Partial Defeasance |
Partial Defeasance Description |
Ground Lessor |
Ground Lease Expiration Date |
Administrative Fee Rate |
Note: | We performed no procedures to determine the accuracy, completeness or reasonableness of the Provided Characteristics. |
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