EX-1 2 exh1.htm AGREED-UPON PROCEDURES REPORT, DATED OCTOBER 16, 2024, OF DELOITTE & TOUCHE LLP.

 

Exhibit 1

 

 

 

Deloitte & Touche LLP

Suite 400
Harborside Plaza 10

Jersey City, NJ 07311
USA

 

Tel: +1 212 937 8200

www.deloitte.com

 

Morgan Stanley & Co. LLC

Morgan Stanley Capital I Inc.

Morgan Stanley Mortgage Capital Holdings LLC

1585 Broadway

New York, New York 10036

 

 

 

Independent Accountants’ Report

on Applying Agreed-Upon Procedures

 

We have performed the procedures described below related to certain information with respect to a mortgage loan in connection with the proposed offering of certain classes of TPG Trust 2024-WLSC, Commercial Mortgage Pass-Through Certificates, Series 2024-WLSC. Morgan Stanley & Co. LLC, Morgan Stanley Capital I Inc. and Morgan Stanley Mortgage Capital Holdings LLC (collectively, the “Company”) are responsible for the information provided to us, including the information set forth in the Data File (as defined herein).

 

The Company has agreed to the procedures and acknowledged that the procedures performed are appropriate to meet the intended purpose of evaluating the accuracy of certain information set forth in the Data File. Additionally, Wells Fargo Bank, National Association and Wells Fargo Securities, LLC (collectively, with the Company, the “Specified Parties”) have agreed to the procedures and acknowledged that the procedures performed are appropriate for their purposes. 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. Consequently, we make no representations regarding the appropriateness of the procedures described below either for the purpose for which this report has been requested or for any other purpose.

 

We performed certain procedures on earlier versions of the Data File and communicated differences prior to being provided the final Data File which was subjected to the procedures described below.

 

Capitalized terms used but not defined herein are used with the meanings as described in “The Bond Market Association's Standard Formulas for the Analysis of Mortgage-Backed Securities and Other Related Securities.”

 

Procedures and Findings

 

On October 16, 2024, representatives of the Company provided us with a computer generated mortgage loan data file and related record layout (the “Data File”) containing one mortgage loan that is secured by three mortgaged properties (the “Mortgage Loan”).

 

From August 20, 2024 through October 16, 2024, representatives of the Company provided us with certain Source Documents (as defined in the attached Appendix A) related to the Mortgage Loan.

 

At your request, for the Mortgage Loan set forth on the Data File, we compared certain characteristics (the “Characteristics” as indicated on Appendix A), except for those Characteristics identified on Appendix A as “Identification purposes only - not applicable,” “None - Company Provided” or “Not applicable,” to

  

Member of

Deloitte Touche Tohmatsu Limited

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the corresponding information set forth on or derived from the corresponding Source Documents and found them to be in agreement.

******

We make no representations as to (i) the actual characteristics or existence of the underlying documents or data comprising the Mortgage Loan underlying the Data File or the conformity of their respective characteristics with those assumed for purposes of the procedures described herein, (ii) whether the Source Documents are comprehensive and valid instruments and reflect the current prevailing terms with respect to the Mortgage Loan, (iii) the existence or ownership of the Mortgage Loan or (iv) the reasonableness of any of the aforementioned assumptions, information or methodologies.

 

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

 

We were engaged by the Company to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants (“AICPA”). An agreed-upon procedures engagement involves the practitioner performing specific procedures that the engaging party has 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 conduct, and did not conduct, an (i) audit conducted in accordance with generally accepted auditing standards or (ii) examination or a review engagement conducted in accordance with attestation standards established by the AICPA, the objective of which would be the expression of an opinion or conclusion, respectively, on the Data File. Accordingly, we do not express such an opinion or conclusion, or any other form of assurance, including reasonable assurance. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.

 

We are required to be independent of the Company 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.

 

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

 

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

 

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

 

Yours truly,

 

/s/ Deloitte & Touche LLP

 

October 16, 2024

 

 

Appendix A

Source Documents

 

For purposes of performing the agreed-upon procedures described herein and at your request, we will rely upon the following source documents as provided to us by the Company, with respect to the Mortgage Loan (the “Source Documents”):

 

Draft loan agreement, draft promissory note A-1, draft promissory note A-2 and draft mortgage, assignment of leases and rents, security agreement and fixture filing (collectively, the “Loan Agreement”);

 

Draft guaranty of recourse obligations (the “Guaranty”);

 

Draft cash management agreement and draft deposit account control agreement (collectively, the “Cash Management Agreement”);

 

Draft mezzanine loan agreement (the “Mezzanine Loan Agreement”);

 

Proforma title policy (the “Title Policy”);

 

Draft non-consolidation opinion (the “Non-Consolidation Opinion”);

 

Real estate property appraisal report (the “Appraisal Report”);

 

Property condition report (the “Engineering Report”);

 

Phase I environmental report (the “Phase I Report”);

 

CRE insurance risk analysis (the “Proof of Insurance”);

 

Underwritten rent roll (the “Underwritten Rent Roll”);

 

Underwritten financial summary (the “Underwritten Financial Summary Report”); and

 

Email correspondence provided to us by representative of the Company on October 16, 2024 related to allocated loan balances (the “ALA Correspondence”).

 

 

*****

 

 

 

 

  Characteristic Source Document
1 Loan Number Identification purposes only - not applicable
2 Loan / Property Name Identification purposes only - not applicable
3 Street Address Appraisal Report
4 City Appraisal Report
5 State Appraisal Report
6 County Appraisal Report
7 Zip Code Appraisal Report
8 Property Type Appraisal Report
9 Property Type Detail Appraisal Report
10 Year Built Appraisal Report
11 Most Recent Renovation Appraisal Report
12 Total Property SF Underwritten Rent Roll
13 Total Property Occupancy Rate Underwritten Rent Roll
14 Occupancy As of Date Underwritten Rent Roll
15 Mortgage Loan Per SF Refer to calculation procedures
16 Total Debt Per SF Refer to calculation procedures
17 Mortgage Loan Original Balance Loan Agreement/ALA Correspondence
18 Mortgage Loan Cut-off Date Balance Refer to calculation procedures
19 Mezzanine Loan Original Balance Mezzanine Loan Agreement/ALA Correspondence
20 Mezzanine Loan Cut-off Date Balance Refer to calculation procedures
21 Subordinate Loan Original Balance Loan Agreement
22 Subordinate Loan Cut-off Date Balance Not applicable
23 Total Debt Original Balance Refer to calculation procedures
24 Total Debt Cut-off Date Balance Refer to calculation procedures
25 Loan Purpose None - Company Provided
26 Sponsor Loan Agreement
27 Carve-Out Guarantor(s) Guaranty
28 Borrower Loan Agreement
29 Title Type Title Policy
30 Mortgage Loan Monthly IO Payment Refer to calculation procedures
31 Mortgage Loan Annual IO Debt Service Refer to calculation procedures
32 Mortgage Loan Annual IO Debt Service At Cap None - Company Provided
33 Mezzanine Loan Monthly IO Payment Refer to calculation procedures
34 Mezzanine Loan Annual IO Debt Service Refer to calculation procedures
35 Mezzanine Loan Annual IO Debt Service At Cap None - Company Provided
36 Subordinate Loan Monthly IO Payment Not applicable
37 Subordinate Loan Annual IO Debt Service Not applicable
38 Subordinate Loan Annual IO Debt Service At Cap Not applicable
39 Total Debt Monthly IO Payment Refer to calculation procedures

 

 

 

  Characteristic Source Document
40 Total Debt Annual IO Debt Service Refer to calculation procedures
41 Total Debt Annual IO Debt Service at Cap None - Company Provided
42 Monthly P&I Payment Not applicable
43 Annual P&I Debt Service Not applicable
44 Interest Accrual Method Loan Agreement
45 Payment Date Loan Agreement
46 Interest Accrual Start Loan Agreement
47 Interest Accrual End Loan Agreement
48 SOFR Assumption None - Company Provided
49 Mortgage Loan SOFR Rounding Methodology Loan Agreement
50 Mortgage Loan Interest Rate Adjustment Frequency Loan Agreement
51 Mortgage Loan Spread None - Company Provided
52 Mortgage Loan SOFR Floor Loan Agreement
53 Mortgage Loan SOFR Cap Strike Rate None - Company Provided
54 Mortgage Loan SOFR Cap Expiration Date None - Company Provided
55 Mortgage Loan SOFR Cap Provider None - Company Provided
56 Mortgage Loan SOFR Cap Provider Rating (F/M/S) None - Company Provided
57 Grace Period (Late Fee) Loan Agreement
58 Grace Period (Default) Loan Agreement
59 IO Term (mos) Loan Agreement
60 Original Amortization Term Loan Agreement
61 Amortization Type Loan Agreement
62 Origination Date None - Company Provided
63 First Payment Date None - Company Provided
64 Mortgage Loan Interest Rate Refer to calculation procedures
65 Administrative Fee Rate None - Company Provided
66 Net Interest Rate Refer to calculation procedures
67 Mortgage Loan Interest Rate At Cap None - Company Provided
68 Original Loan Term (mos) None - Company Provided
69 Remaining Loan Term (mos) Refer to calculation procedures
70 Seasoning Refer to calculation procedures
71 Maturity Date None - Company Provided
72 Extension Options Loan Agreement
73 Extension Option Description Loan Agreement
74 Fully Extended Maturity Date Refer to calculation procedures
75 Mortgage Loan Balloon Balance Refer to calculation procedures
76 Mezzanine Loan Balloon Balance Refer to calculation procedures
77 Subordinate Loan Balloon Balance Not applicable
78 Total Debt Balloon Balance Refer to calculation procedures

 

 

 

  Characteristic Source Document
79 Defeasance Lockout Expiration Date Loan Agreement
80 Open Period Begin Date Loan Agreement
81 Prepay Description Loan Agreement
82 Partial Release (Y/N) Loan Agreement
83 Partial Release Description Not applicable
84 Appraisal Date Appraisal Report
85 Appraisal Value Appraisal Report
86 Cut-off Date Mortgage Loan LTV Refer to calculation procedures
87 Maturity Date Mortgage Loan LTV Refer to calculation procedures
88 Cut-off Date Total Debt LTV Refer to calculation procedures
89 Maturity Date Total Debt LTV Refer to calculation procedures
90 Third Most Recent NOI Date Underwritten Financial Summary Report
91 Third Most Recent NOI Underwritten Financial Summary Report
92 Second Most Recent NOI Date Underwritten Financial Summary Report
93 Second Most Recent NOI Underwritten Financial Summary Report
94 Most Recent NOI Date Underwritten Financial Summary Report
95 Most Recent Description Underwritten Financial Summary Report
96 Most Recent Effective Gross Income Underwritten Financial Summary Report
97 Most Recent  Expenses Underwritten Financial Summary Report
98 Most Recent NOI Underwritten Financial Summary Report
99 Most Recent NCF Underwritten Financial Summary Report
100 Underwritten Effective Gross Income Underwritten Financial Summary Report
101 Underwritten Expenses Underwritten Financial Summary Report
102 Underwritten NOI Underwritten Financial Summary Report
103 Underwritten Mortgage Loan IO NOI DSCR Refer to calculation procedures
104 Underwritten Mortgage Loan IO NOI DSCR At Cap None - Company Provided
105 Underwritten Total Debt IO NOI DSCR Refer to calculation procedures
106 Underwritten Total Debt IO NOI DSCR At Cap None - Company Provided
107 Underwritten Mortgage Loan NOI Debt Yield Refer to calculation procedures
108 Underwritten Total Debt NOI Debt Yield Refer to calculation procedures
109 Underwritten Replacement Reserve Underwritten Financial Summary Report
110 Underwritten TI/LC Reserve Underwritten Financial Summary Report
111 Underwritten NCF Underwritten Financial Summary Report
112 Underwritten Mortgage Loan IO NCF DSCR Refer to calculation procedures
113 Underwritten Mortgage Loan IO NCF DSCR At Cap None - Company Provided
114 Underwritten Total Debt IO NCF DSCR Refer to calculation procedures
115 Underwritten Total Debt IO NCF DSCR At Cap None - Company Provided
116 Underwritten Mortgage Loan NCF Debt Yield Refer to calculation procedures
117 Underwritten Total Debt NCF Debt Yield Refer to calculation procedures

 

 

 

  Characteristic Source Document
118 Major Tenant 1 Underwritten Rent Roll
119 Major Tenant 1 Sq. Ft. Underwritten Rent Roll
120 Major Tenant 1 Expiration Underwritten Rent Roll
121 Major Tenant 2 Underwritten Rent Roll
122 Major Tenant 2 Sq. Ft. Underwritten Rent Roll
123 Major Tenant 2 Expiration Underwritten Rent Roll
124 Major Tenant 3 Underwritten Rent Roll
125 Major Tenant 3 Sq. Ft. Underwritten Rent Roll
126 Major Tenant 3 Expiration Underwritten Rent Roll
127 Major Tenant 4 Underwritten Rent Roll
128 Major Tenant 4 Sq. Ft. Underwritten Rent Roll
129 Major Tenant 4 Expiration Underwritten Rent Roll
130 Major Tenant 5 Not applicable
131 Major Tenant 5 Sq. Ft. Not applicable
132 Major Tenant 5 Expiration Not applicable
133 Lockbox Cash Management Agreement
134 Cash Management Cash Management Agreement
135 Cash Management Springing Condition Cash Management Agreement, Loan Agreement
136 Engineering Report Date Engineering Report
137 Environmental Phase I Report Date Phase I Report
138 Environmental Phase II Report Date Not applicable
139 Seismic Report Date Not applicable
140 PML % Not applicable
141 Terrorism Insurance Proof of Insurance
142 Windstorm Insurance Proof of Insurance
143 Earthquake Insurance Proof of Insurance
144 Flood Insurance Proof of Insurance
145 Ground Lease Expiration Date Not applicable
146 Ground Lessor Not applicable
147 Partial Defeasance Loan Agreement
148 Partial Defeasance Description Not applicable
149 Future Debt Permitted (Y/N) Loan Agreement
150 Future Debt Description Not applicable
151 Mezzanine Lender Loan Agreement
152 Mezzanine Loan Interest Accrual Method Mezzanine Loan Agreement
153 Mezzanine Loan Interest Rate Refer to calculation procedures
154 Mezzanine Loan Interest Rate at Cap None - Company Provided
155 Mezzanine Loan Origination Date None - Company Provided
156 Mezzanine Loan SOFR Assumption None - Company Provided

 

 

 

  Characteristic Source Document
157 Mezzanine Loan SOFR Rounding Methodology Mezzanine Loan Agreement
158 Mezzanine Loan Interest Rate Adjustment  Frequency Mezzanine Loan Agreement
159 Mezzanine Loan Spread Mezzanine Loan Agreement
160 Mezzanine Loan SOFR Floor Mezzanine Loan Agreement
161 Mezzanine Loan SOFR Cap Strike Rate None - Company Provided
162 Mezzanine Loan SOFR Cap Expiration Date None - Company Provided
163 Mezzanine Loan SOFR Cap Provider None - Company Provided
164 Mezzanine Loan SOFR Cap Provider Rating (F/M/S) None - Company Provided
165 Subordinate Lender Not applicable
166 Subordinate Loan Interest Accrual Method Not applicable
167 Subordinate Loan Interest Rate Not applicable
168 Subordinate Loan Interest Rate at Cap Not applicable
169 Subordinate Loan Origination Date Not applicable
170 Subordinate Loan SOFR Assumption Not applicable
171 Subordinate Loan SOFR Rounding Methodology Not applicable
172 Subordinate Loan Interest Rate Adjustment Frequency Not applicable
173 Subordinate Loan Spread Not applicable
174 Subordinate Loan SOFR Floor Not applicable
175 Subordinate Loan SOFR Cap Strike Rate Not applicable
176 Subordinate Loan SOFR Cap Expiration Date Not applicable
177 Subordinate Loan SOFR Cap Provider Not applicable
178 Subordinate Loan SOFR Cap Provider Rating (F/M/S) Not applicable
179 Total Debt Spread Refer to calculation procedures
180 Total Debt Interest Rate Refer to calculation procedures
181 Total Debt Interest Rate at Cap None - Company Provided
182 Non-Consolidation Opinion Non-Consolidation Opinion
183 Independent Director Loan Agreement
184 SPE Loan Agreement
185 Real Estate Tax Escrow - Initial Loan Agreement
186 Real Estate Tax Escrow - Ongoing Loan Agreement
187 Real Estate Tax Escrow - Springing Condition Loan Agreement
188 Insurance Escrow - Initial Loan Agreement
189 Insurance Escrow - Ongoing Loan Agreement
190 Insurance Escrow - Springing Condition Loan Agreement
191 Replacement Reserve Escrow - Initial Loan Agreement
192 Replacement Reserve  Escrow - Ongoing Loan Agreement
193 Replacement Reserve Escrow - Springing Condition Loan Agreement

 

 

 

  Characteristic Source Document
194 Immediate Repairs Escrow - Initial Loan Agreement
195 Immediate Repairs Escrow - Ongoing Loan Agreement
196 Rollover Escrow - Initial Loan Agreement
197  Rollover Escrow - Ongoing Loan Agreement
198 Rollover Escrow - Springing Condition Loan Agreement
199 Other Escrow Required Loan Agreement
200 Other Escrow 1 - Description Loan Agreement
201 Other Escrow 1 - Initial Loan Agreement
202 Other Escrow 1 - Ongoing Loan Agreement
203 Other Escrow 1 - Springing Condition Loan Agreement
204 Other Escrow 2 - Description Loan Agreement
205 Other Escrow 2 - Initial Loan Agreement
206 Other Escrow 2 - Ongoing Loan Agreement
207 Other Escrow 2 - Springing Condition Loan Agreement

 

 

Calculation Procedures

 

With respect to Characteristic 15, we recomputed the Mortgage Loan Per SF by dividing the (i) Mortgage Loan Cut-off Date Balance by (ii) Total Property SF.

 

With respect to Characteristic 16, we recomputed the Total Debt Per SF by dividing the (i) Total Debt Cut-off Date Balance by (ii) Total Property SF.

 

With respect to Characteristic 18, we recomputed the Mortgage Loan Cut-off Date Balance as being equal to the Mortgage Loan Original Balance.

 

With respect to Characteristic 20, we recomputed the Mezzanine Loan Cut-off Date Balance as being equal to the Mezzanine Loan Original Balance.

 

With respect to Characteristic 23, we recomputed the Total Debt Original Balance as the sum of the (i) Mortgage Loan Original Balance and (ii) Mezzanine Loan Original Balance.

 

With respect to Characteristic 24, we recomputed the Total Debt Cut-off Date Balance as the sum of the (i) Mortgage Loan Cut-off Date Balance and (ii) Mezzanine Loan Cut-off Date Balance.

 

With respect to Characteristic 30, we recomputed the Mortgage Loan Monthly IO Payment by dividing (i) the product of (a) the Mortgage Loan Cut-off Date Balance, (b) the Mortgage Loan Interest Rate and (c) a fraction equal to 365/360 by (ii) twelve.

 

With respect to Characteristic 31, we recomputed the Mortgage Loan Annual IO Debt Service as the product of (a) the Mortgage Loan Cut-off Date Balance, (b) the Mortgage Loan Interest Rate and (c) a fraction equal to 365/360.

 

 

 

With respect to Characteristic 33, we recomputed the Mezzanine Loan Monthly IO Payment by dividing (i) the product of (a) the Mezzanine Loan Cut-off Date Balance, (b) the Mezzanine Loan Interest Rate and (c) a fraction equal to 365/360 by (ii) twelve.

 

With respect to Characteristic 34, we recomputed the Mezzanine Loan Annual IO Debt Service as the product of (a) the Mezzanine Loan Cut-off Date Balance, (b) the Mezzanine Loan Interest Rate and (c) a fraction equal to 365/360.

 

With respect to Characteristic 39, we recomputed the Total Debt Monthly IO Payment as the sum of the (i) Mortgage Loan Monthly IO Payment and (ii) Mezzanine Loan Monthly IO Payment.

 

With respect to Characteristic 40, we recomputed the Total Debt Annual IO Debt Service as the sum of the (i) Mortgage Loan Annual IO Debt Service and (ii) Mezzanine Loan Annual IO Debt Service.

 

With respect to Characteristic 64, we recomputed the Mortgage Loan Interest Rate as the sum of the (a) SOFR Assumption and (b) Mortgage Loan Spread.

 

With respect to Characteristic 66, we recomputed the Net Interest Rate as the difference of the (a) Mortgage Loan Interest Rate and (b) Administrative Fee Rate.

 

With respect to Characteristic 69, we recomputed the Remaining Loan Term (mos) as the difference of the (a) Original Loan Term (mos) and (b) Seasoning.

 

With respect to Characteristic 70, we recomputed the Seasoning by determining the number of payment dates from and inclusive of the First Payment Date to and inclusive of November 15, 2024 (the “Cut-off Date” as stipulated by representatives of the Company).

 

With respect to Characteristic 74, we recomputed the Fully Extended Maturity Date by adding the aggregate number of payment dates as set forth in the Extension Options to the Maturity Date.

 

With respect to Characteristic 75, we recomputed the Mortgage Loan Balloon Balance as being equal to the Mortgage Loan Original Balance.

 

With respect to Characteristic 76, we recomputed the Mezzanine Loan Balloon Balance as being equal to the Mezzanine Loan Original Balance.

 

With respect to Characteristic 78, we recomputed the Total Debt Balloon Balance as the sum of the (i) Mortgage Loan Balloon Balance and (ii) Mezzanine Loan Balloon Balance.

 

With respect to Characteristic 86, we recomputed the Cut-off Date Mortgage Loan LTV by dividing the (i) Mortgage Loan Cut-off Date Balance by (ii) Appraisal Value.

 

With respect to Characteristic 87, we recomputed the Maturity Date Mortgage Loan LTV by dividing the (i) Mortgage Loan Balloon Balance by (ii) Appraisal Value.

 

With respect to Characteristic 88, we recomputed the Cut-off Date Total Debt LTV by dividing the (i) Total Debt Cut-off Date Balance by (ii) Appraisal Value.

 

With respect to Characteristic 89, we recomputed the Maturity Date Total Debt LTV by dividing the (i) Total Debt Balloon Balance by (ii) Appraisal Value.

 

 

 

With respect to Characteristic 103, we recomputed the Underwritten Mortgage Loan IO NOI DSCR by dividing the (i) Underwritten NOI by (ii) Mortgage Loan Annual IO Debt Service.

 

With respect to Characteristic 105, we recomputed the Underwritten Total Debt IO NOI DSCR by dividing the (i) Underwritten NOI by (ii) Total Debt Annual IO Debt Service.

 

With respect to Characteristic 107, we recomputed the Underwritten Mortgage Loan NOI Debt Yield by dividing the (i) Underwritten NOI by (ii) Mortgage Loan Cut-off Date Balance.

 

With respect to Characteristic 108, we recomputed the Underwritten Total Debt NOI Debt Yield by dividing the (i) Underwritten NOI by (ii) Total Debt Cut-off Date Balance.

 

With respect to Characteristic 112, we recomputed the Underwritten Mortgage Loan IO NCF DSCR by dividing the (i) Underwritten NCF by (ii) Mortgage Loan Annual IO Debt Service.

 

With respect to Characteristic 114, we recomputed the Underwritten Total Debt IO NCF DSCR by dividing the (i) Underwritten NCF by (ii) Total Debt Annual IO Debt Service.

 

With respect to Characteristic 116, we recomputed the Underwritten Mortgage Loan NCF Debt Yield by dividing the (i) Underwritten NCF by (ii) Mortgage Loan Cut-off Date Balance.

 

With respect to Characteristic 117, we recomputed the Underwritten Total Debt NCF Debt Yield by dividing the (i) Underwritten NCF by (ii) Total Debt Cut-off Date Balance.

 

With respect to Characteristic 153, we recomputed the Mezzanine Loan Interest Rate as the sum of the (a) Mezzanine Loan SOFR Assumption and (b) Mezzanine Loan Spread.

 

With respect to Characteristic 179, we recomputed the Total Debt Spread by dividing the (i) sum of the (a) product of the (x) Mortgage Loan Spread and (y) Mortgage Loan Cut-off Date Balance and (b) product of the (x) Mezzanine Loan Spread and (y) Mezzanine Loan Cut-off Date Balance by (ii) Total Debt Cut-off Date Balance.

 

With respect to Characteristic 180, we recomputed the Total Debt Interest Rate by dividing the (i) sum of the (a) product of the (x) Mortgage Loan Interest Rate and (y) Mortgage Loan Cut-off Date Balance and (b) product of the (x) Mezzanine Loan Interest Rate and (y) Mezzanine Loan Cut-off Date Balance by (ii) Total Debt Cut-off Date Balance.