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: 0001026214
| Federal Home Loan Mortgage
Corporation (as issuer of the Structured Pass-Through Certificates, Series K-165) and FREMF 2024-K165 Mortgage Trust |
| (Exact name of issuing entity as specified in its charter) |
Central Index Key Number of issuing entity (if applicable): 0001026214
Central Index Key Number of underwriter (if applicable): ___________
| Jason Griest (703)
903-2000 |
(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 I: REPRESENTATION AND WARRANTY INFORMATION
N/A
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
See Independent Accountants’ Agreed-Upon Procedures Report, dated October 23, 2024, of KPMG LLP, attached as Exhibit 99.1 to this report.
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.
| Date: October 23, 2024 |
Federal Home Loan Mortgage Corporation,
as Depositor with respect to the Structured Pass-Through
Certificates, Series K-165, and as Securitizer with
respect to the FREMF 2024-K165 Mortgage Trust |
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By: |
/s/ Jason Griest |
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Name: Jason Griest
Title: Vice President–Multifamily Securitization |
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EXHIBIT INDEX
| Exhibit 99.1 |
Independent Accountants’ Agreed-Upon Procedures Report, dated October 23, 2024, of
KPMG LLP |
Exhibit 99.1
 |
|
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KPMG LLP
Suite 900
8350 Broad Street
McLean, VA 22102 |
Independent Accountants’ Agreed-Upon Procedures Report
Federal Home
Loan Mortgage Corporation (the “Company”)
Barclays Commercial Mortgage Securities LLC
Barclays
Capital Inc.
BMO Capital Markets Corp.
(collectively, the “Specified Parties”):
Re: FREMF 2024-K165 Mortgage Trust – Data File Procedures
We have performed the procedures described below on the specified attributes in an electronic data file entitled “K165 Red Data Tape.xlsm” (the “Data
File”) provided by the Company on October 23, 2024, containing information on 49 mortgage loans (the “Mortgage Loans”) and the related 49 mortgaged properties (the “Mortgaged Properties”) as of November 1, 2024 (the
“Cut-off Date”), which we were informed are intended to be included as collateral in the offering by FREMF 2024-K165 Mortgage Trust. The Company is responsible for the specified attributes identified by the Company in the Data File.
The Specified Parties have agreed to and acknowledged that the procedures performed are appropriate to meet their intended purpose of assisting specified parties in evaluating
the accuracy of the specified attributes in the Data File. This report may not be suitable for any other purpose. No other parties have agreed to or acknowledged the appropriateness of these procedures for the intended purpose or any other
purpose.
The procedures performed may not address all the items of interest to a specified party of this report and may not meet the needs of all specified parties of this
report and, as such, specified parties are responsible for determining whether the procedures performed are appropriate for their purposes. We make no representation regarding the appropriateness of the procedures either for the intended purpose or
for any other purpose.
Unless otherwise stated, the following definitions have been adopted in presenting our procedures and findings:
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The term “compared” means compared to the information shown and found it to be in agreement, unless otherwise stated. Such compared information was deemed to be in agreement if differences were within the reporting
threshold. |
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The term “recomputed” means recalculated and compared the result to the information shown and found it to be in agreement, unless otherwise stated. Such recomputed information was deemed to be in agreement if differences were within
the reporting threshold. |
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The term “reporting threshold” means that (i) dollar amounts, percentages, and debt service coverage ratios were within $1.00, 0.1%, and 0.01, respectively, and (ii) dollar amounts were within $5.00 for the Data File attribute
Monthly Rent per Unit. |
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· |
The term “Compared Attributes” means the list of fields in the Data File which were selected by the Company for us to perform comparison procedures for and are listed in Attachment A. |
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The term “Recomputed Attributes” means the list of fields in the Data File which were selected by the Company for us to perform recomputation procedures for and are listed in Attachment B. |
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KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of
independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. |
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The term “Calculation Methodology” means the formula listed in the Calculation Methodology field of Attachment B containing the calculation methodology for the Recomputed Attributes provided by the Company. |
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The term “Instructions” means the instructions provided by the Company pertaining to a procedure, specific attribute, methodology, or value, as described in Attachment C. |
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The term “Loan Files” means the electronic copies of source documents made available by the Company and listed in Attachment A. We make no representations regarding the validity or accuracy of any of the source
documents. |
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The term “Provided Information” means the Cut-off Date, Calculation Methodology, Instructions and Loan Files. |
Prior to
being provided the Data File, we received one or more earlier versions of the data file on which to perform our procedures. In performing those procedures, we identified differences which were communicated to the Company. The Data File represents
the revised information reflecting resolution of differences communicated as determined appropriate by the Company. We performed the procedures on the Data File, and the results of those procedures are reflected herein.
The procedures we were instructed by the Company to perform and the associated findings are as follows:
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A. |
We compared the Compared Attributes in the Data File (except for those with “Provided by Company” in the “Source Document(s)” column of Attachment A) to the corresponding information included in the Loan Files, utilizing
the Instructions, as applicable. The Specified Parties indicated that the absence of any of the information in the Loan Files or the inability to agree the indicated information from the Data File to the Loan Files for each of the attributes
identified, utilizing the Instructions as applicable, constituted an exception (except for those with “Provided by Company” in the “Source Document(s)” column of Attachment A). The document priority is the order provided by
the Company, which is listed in the “Source Document(s)” column of Attachment A, with the highest priority document listed first. |
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B. |
We recomputed the Recomputed Attributes in the Data File using (i) the corresponding information contained in the Data File, (ii) the Calculation Methodology, as detailed in the “Calculation Methodology” column of Attachment B, and
(iii) the Instructions, as applicable. |
We found such information to be in agreement without exception.
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, which involves us performing the specific procedures agreed to and acknowledged above and reporting on findings based on the procedures performed. We were not engaged to, and did not, conduct an
examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on the specified attributes in the Data File. Accordingly, we do not express such an opinion or conclusion. Had we performed additional
procedures, other matters might have come to our attention that would have been reported.
We are required to be independent of the Company and to meet our other ethical
responsibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.
The procedures performed were applied based on
information included in the Data File and Provided Information, without verification or evaluation of such information by us; therefore, we express no opinion or any other form of assurance regarding (i) the reasonableness of the information
provided to us by the Company, (ii) the physical existence of the mortgage loans and related mortgaged properties, (iii) the reliability or accuracy of the Provided Information which was used in our procedures, or (iv) matters of legal
interpretation.
The procedures performed were not intended to
address, nor did they address: (i) the conformity of the origination of the mortgage loans to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) the value of collateral securing the mortgage loans and
related mortgaged properties being securitized, (iii) the compliance of the originator of the mortgage loans with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the mortgage loans and related mortgaged
properties 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. The procedures performed were not intended to satisfy any criteria for due
diligence published by the nationally recognized statistical rating organizations (“NRSROs”).
The terms of our engagement are such that we have no
responsibility to update this report because of events and circumstances that may subsequently occur.
This report is intended solely for the information and use of the
Specified Parties. It is not intended to be and should not be used by any other person or entity, including investors or the NRSROs, who are not identified in the report as the Specified Parties but may have access to this report as required by law
or regulation.
/s/ KPMG LLP
McLean, Virginia
October 23, 2024
ATTACHMENT A
COMPARED ATTRIBUTES
| Attribute Number |
Attribute |
Source Document(s) |
| 1 |
Annex # |
Provided by Company |
| 2 |
Loan Group |
Provided by Company |
| 3 |
Freddie Mac Loan Number |
Promissory Note, Loan Agreement |
| 4 |
Property Name |
Provided by Company |
| 5 |
Optigo Lender |
Promissory Note, Loan Agreement |
| 6 |
Address (Street) |
Appraisal Report, Engineering Report, USPS Website |
| 7 |
City |
Appraisal Report, Engineering Report, USPS Website |
| 8 |
County |
Appraisal Report, Engineering Report, USPS Website |
| 9 |
State |
Appraisal Report, Engineering Report, USPS Website |
| 10 |
Metropolitan Statistical Area |
MSA Report |
| 11 |
Zip Code |
Appraisal Report, Engineering Report, USPS Website |
| 12 |
Property Type |
Appraisal Report |
| 13 |
Property Sub-Type |
Appraisal Report, Investment Brief, Engineering Report, Property Inspection and Lease Audit, Loan
Agreement |
| 14 |
Cut-off Date |
Provided by Company |
| 15 |
Original Principal Balance |
Promissory Note |
| 16 |
Note Date |
Promissory Note |
| 17 |
Note Rate |
Promissory Note |
| 18 |
Rate Type |
Promissory Note |
| 19 |
Interest Calculation |
Promissory Note |
| 20 |
First Payment Date |
Promissory Note |
| 21 |
Maturity Date |
Promissory Note |
| 22 |
Payment Date |
Promissory Note |
| 23 |
Late Charge Grace Period (# of days) |
Promissory Note |
| 24 |
Amortization Type |
Promissory Note |
| 25 |
Original Amortization Term (months) |
Promissory Note |
| 26 |
Interest Only Term |
Promissory Note |
| 27 |
Prepay Provision Description |
Loan Agreement, Promissory Note |
| 28 |
Defeasance To Maturity (Y/N) |
Loan Agreement, Promissory Note |
| 29 |
Partial Defeasance Permitted (Y/N) |
Loan Agreement, Promissory Note |
| 30 |
Appraised Value |
Appraisal Report |
ATTACHMENT A
| Attribute
Number |
Attribute |
Source Document(s) |
| 31 |
Appraised Value Type |
Appraisal Report |
| 32 |
Appraisal Firm |
Appraisal Report |
| 33 |
Appraisal Date |
Appraisal Report |
| 34 |
Year Built |
Engineering Report, Appraisal Report, Physical Risk Report |
| 35 |
Year Renovated |
Engineering Report, Appraisal Report, Physical Risk Report |
| 36 |
Number of Units |
Rent Roll, Appraisal Report, Investment Brief, Loan Agreement |
| 37 |
Affordable LI Units (<=80% AMI) |
CRA Report |
| 38 |
Affordable LI Units (<=60% AMI) |
CRA Report |
| 39 |
Affordable VLI Units (<=50% AMI) |
CRA Report |
| 40 |
Unit of Measure |
Rent Roll, Appraisal Report, Investment Brief, Loan Agreement |
| 41 |
# Units - Commercial |
Rent Roll, Investment Brief, Appraisal Report, Commercial Lease |
| 42 |
Elevator (Y/N) |
Engineering Report, Appraisal Report, Physical Risk Report |
| 43 |
FIRREA Eligible (Y/N) |
Appraisal Report |
| 44 |
Zoning Status |
Zoning Report, Appraisal Report |
| 45 |
Lien Position |
Final Title Policy, Loan Agreement |
| 46 |
Fee Simple/Leasehold |
Security Instrument, Final Title Policy |
| 47 |
Ground Lease Rent |
Ground Lease or Ground Lease Estoppel |
| 48 |
Ground Lease Expiration Date |
Ground Lease or Ground Lease Estoppel |
| 49 |
Ground Lease Expiration Date w/ Extensions |
Ground Lease or Ground Lease Estoppel |
| 50 |
U/W EGI |
Asset Summary Report (Excel or PDF) |
| 51 |
U/W Expenses |
Asset Summary Report (Excel or PDF) |
| 52 |
Underwritten Annual Reserves |
Asset Summary Report (Excel or PDF) |
| 53 |
U/W NCF |
Asset Summary Report (Excel or PDF) |
| 54 |
Most Recent Period Ending |
Asset Summary Report (Excel or PDF) |
| 55 |
Most Recent EGI |
Asset Summary Report (Excel or PDF) |
| 56 |
Most Recent Expenses |
Asset Summary Report (Excel or PDF) |
| 57 |
Most Recent NCF |
Asset Summary Report (Excel or PDF) |
| 58 |
2nd Most Recent Period Ending |
Asset Summary Report (Excel or PDF) |
| 59 |
2nd Most Recent EGI |
Asset Summary Report (Excel or PDF) |
| 60 |
2nd Most Recent Expenses |
Asset Summary Report (Excel or PDF) |
| 61 |
2nd Most Recent NCF |
Asset Summary Report (Excel or PDF) |
| 62 |
3rd Most Recent Period Ending |
Asset Summary Report (Excel or PDF) |
ATTACHMENT A
| Attribute
Number |
Attribute |
Source Document(s) |
| 63 |
3rd Most Recent EGI |
Asset Summary Report (Excel or PDF) |
| 64 |
3rd Most Recent Expenses |
Asset Summary Report (Excel or PDF) |
| 65 |
3rd Most Recent NCF |
Asset Summary Report (Excel or PDF) |
| 66 |
Occupancy as of Date |
Rent Roll |
| 67 |
Tenant Concentration Type |
For Student, Military and Corporate concentrations:
Seller Inspection Template, Property Inspection and Lease Audit, Investment Brief, Appraisal Report For Age Restricted concentrations: Appraisal Report, Investment
Brief For Assisted Living/Independent Living concentrations: Loan Agreement For any other
concentrations: Seller Inspection Template, Property Inspection and Lease Audit, Investment Brief, Appraisal Report, Loan Agreement |
| 68 |
% of Tenant Concentration |
For Student, Military and Corporate concentrations:
Seller Inspection Template, Property Inspection and Lease Audit, Investment Brief, Appraisal Report For Age Restricted concentrations: Appraisal Report, Investment
Brief For Assisted Living/Independent Living concentrations: Loan Agreement For any other
concentrations: Seller Inspection Template, Property Inspection and Lease Audit, Investment Brief, Appraisal Report, Loan Agreement |
| 69 |
Non-Compliance Provisions (Y/N) |
Loan Agreement |
| 70 |
Regulatory Agreement (Y/N) |
Legal Affordability Summary Report, Loan Agreement, Regulatory Agreements |
| 71 |
Rental Subsidy Indicator (Y/N) |
Provided by Company |
| 72 |
Rental Subsidy Type |
Provided by Company |
| 73 |
Regulatory Agency/Housing Authority/Regulatory Agreement Counterparty |
Legal Affordability Summary Report |
| 74 |
Type of Regulatory Agreement(s) |
Legal Affordability Summary Report |
| 75 |
Description of Regulatory Agreement(s) |
Legal Affordability Summary Report |
| 76 |
% Units with Income Restrictions |
Legal Affordability Summary Report |
| 77 |
% Units with Rent Restrictions |
Legal Affordability Summary Report |
| 78 |
HAP Maturity Date |
Legal Affordability Summary Report |
| 79 |
Condo Ownership (% or N/A) |
Loan Agreement |
| 80 |
Amount Sq. Ft - Commercial |
Appraisal Report, Rent Roll, Investment Brief, Commercial Lease |
ATTACHMENT A
| Attribute
Number |
Attribute |
Source Document(s) |
| 81 |
Environmental Firm |
Phase I Environmental Report, Physical Risk Report, Database
Review |
| 82 |
Phase I Environmental Report Date |
Phase I Environmental Report, Physical Risk Report, Database Review |
| 83 |
Phase II Recommended (Y/N) |
Phase I Environmental Report, Physical Risk Report, Database Review |
| 84 |
Phase II Performed (Y/N) |
Phase II Environmental Report |
| 85 |
Phase II Environmental Report Date |
Phase II Environmental Report |
| 86 |
Environmental Cost to Cure (Phase I plus Phase II) |
Phase I Environmental Report & Phase II Environmental Report, Physical Risk Report, Database Review |
| 87 |
Engineering Firm |
Engineering Report, Physical Risk Report |
| 88 |
Engineering Report Date |
Engineering Report, Physical Risk Report |
| 89 |
Immediate Repairs Cost Estimate |
Engineering Report, Physical Risk Report |
| 90 |
Replacement Reserves Cost Estimate per Year |
Engineering Report, Physical Risk Report |
| 91 |
Seismic Firm |
Seismic Report |
| 92 |
Seismic Report Date |
Seismic Report |
| 93 |
Elevated Seismic Hazard Region or PGA ≥ 0.15g (Y/N) |
Seismic Report, Engineering Report, Physical Risk Report |
| 94 |
PML Report Required (Y/N) |
Seismic Report, Engineering Report, Physical Risk Report |
| 95 |
PML (%) |
Seismic Report |
| 96 |
Green Advantage |
CRA Report, Loan Agreement, Green Assessment Report, Investment Brief |
| 97 |
Tax Reserve - Current Balance ($ or N/A) |
Servicing Tape |
| 98 |
Tax Reserve - Initial Deposit ($ or N/A) |
Servicing Tape, Loan Agreement, List of all Escrow Accounts Held, Settlement Statement |
| 99 |
Tax Reserve - Contractual Payment ($ or N/A) |
Servicing Tape, Loan Agreement, List of all Escrow Accounts Held |
| 100 |
Insurance Reserve - Current Balance ($ or N/A) |
Servicing Tape |
| 101 |
Insurance Reserve - Initial Deposit ($ or N/A) |
Servicing Tape, Loan Agreement, List of all Escrow Accounts Held, Settlement Statement |
| 102 |
Insurance Reserve - Contractual Payment |
Servicing Tape, Loan Agreement, List of all Escrow Accounts Held |
| 103 |
Engineering Reserve - Current Balance ($ or N/A) |
Servicing Tape |
| 104 |
Engineering Reserve - Initial Deposit ($ or N/A) |
Loan Agreement, List of all Escrow Accounts Held, Servicing Tape, Settlement Statement |
| 105 |
Engineering Reserve - Contractual Payment ($ or N/A) |
Loan Agreement, List of all Escrow Accounts Held, Servicing Tape |
ATTACHMENT A
| Attribute
Number |
Attribute |
Source Document(s) |
| 106 |
Replacement Reserve - Current Balance ($ or N/A) |
Servicing Tape |
| 107 |
Replacement Reserve - Initial Deposit ($ or N/A) |
Servicing Tape, Loan Agreement, List of all Escrow Accounts Held, Settlement Statement |
| 108 |
Replacement Reserve - Contractual Payment ($ or N/A) |
Servicing Tape, Loan Agreement, List of all Escrow Accounts Held |
| 109 |
Replacement Reserve - Contractual - Cap ($ or N/A) |
Servicing Tape, Loan Agreement, List of all Escrow Accounts Held |
| 110 |
Other Reserve - Current Balance ($ or N/A) |
Servicing Tape |
| 111 |
Other Reserve - Initial Deposit ($ or N/A) |
Loan Agreement, List of all Escrow Accounts Held, Servicing Tape, Settlement Statement |
| 112 |
Other Reserve Description |
Loan Agreement, List of all Escrow Accounts Held, Servicing Tape, Settlement Statement |
| 113 |
Other Reserve - Contractual Payment ($ or N/A) |
Loan Agreement, List of all Escrow Accounts Held, Servicing Tape |
| 114 |
Other Reserve - Contractual - Cap ($ or N/A) |
Loan Agreement, List of all Escrow Accounts Held, Servicing Tape |
| 115 |
Springing Reserve Name |
Loan Agreement, List of all Escrow Accounts Held |
| 116 |
Springing Reserve Amount ($ or N/A) |
Loan Agreement, List of all Escrow Accounts Held |
| 117 |
Springing Reserve Description |
Loan Agreement, List of all Escrow Accounts Held |
| 118 |
Letter of Credit Amount |
Letter of Credit, Loan Agreement |
| 119 |
Letter of Credit Description |
Letter of Credit, Loan Agreement |
| 120 |
Are Escrows/Reserves LOC or can be converted to LOC (Y/N) |
Loan Agreement |
| 121 |
Specify Accounts for Escrows/Reserves LOC |
Loan Agreement |
| 122 |
Environmental Insurance (Y/N) |
Environmental Insurance Certificate, Form 1133 |
| 123 |
Environmental Insurance Expiration Date |
Provided by Company |
| 124 |
Environmental Insurance Carrier (Name or N/A) |
Provided by Company |
| 125 |
Environmental Insurance Carrier Rating |
Provided by Company |
| 126 |
Environmental Insurance Coverage ($ or N/A) |
Provided by Company |
| 127 |
Flood Insurance (Y/N) |
Standard Flood Hazard Determination Form, Property Insurance Certificate, Form 1133, Flood Waiver |
| 128 |
Windstorm Insurance (Y/N) |
Property Insurance Certificate, Form 1133, MICT Screenshot |
| 129 |
Earthquake Insurance Required (Y/N) |
Property Insurance Certificate, Form 1133, Seismic Report, Loan Agreement |
| 130 |
Terrorism Insurance (Y/N) |
Property Insurance Certificate, Form 1133 |
ATTACHMENT A
| Attribute
Number |
Attribute |
Source Document(s) |
| 131 |
Terrorism Insurance Expiration Date |
Provided by Company |
| 132 |
Terrorism Insurance Coverage ($ or N/A) |
Provided by Company |
| 133 |
Terrorism Insurance Deductible ($ or N/A) |
Provided by Company |
| 134 |
Terrorism Insurance Carrier (Name or N/A) |
Provided by Company |
| 135 |
Terrorism Insurance Carrier Rating |
Provided by Company |
| 136 |
Property Insurance Coverage (Y/N) |
Property Insurance Certificate, Form 1133 |
| 137 |
Property Insurance Expiration Date |
Provided by Company |
| 138 |
Property Insurance Carrier (Name or N/A) |
Provided by Company |
| 139 |
Property Insurance Carrier Rating |
Provided by Company |
| 140 |
Property Insurance Coverage ($ or N/A) |
Provided by Company |
| 141 |
Property Insurance Deductible ($ or N/A) |
Provided by Company |
| 142 |
Liability Insurance Coverage (Y/N) |
Liability Insurance Certificate, Form 1133 |
| 143 |
Liability Insurance Expiration Date |
Provided by Company |
| 144 |
Liability Insurance Carrier (Name or N/A) |
Provided by Company |
| 145 |
Liability Insurance Carrier Rating |
Provided by Company |
| 146 |
Liability Insurance Coverage ($ per occurrence/$ aggregate or N/A) |
Provided by Company |
| 147 |
Liability Insurance Deductible ($ or N/A) |
Provided by Company |
| 148 |
Cash Management (Description or N/A) |
Cash Management Agreement, Lockbox Agreement, Loan Agreement |
| 149 |
Lockbox (Y/N) |
Cash Management Agreement, Lockbox Agreement, Loan Agreement |
| 150 |
Additional Financing In Place (existing) (Y/N) |
Loan Agreement, Secondary Financing Documents |
| 151 |
Additional Financing Amount (existing) |
Loan Agreement, Secondary Financing Documents |
| 152 |
Additional Financing Description (existing) |
Loan Agreement, Secondary Financing Documents |
| 153 |
Future Mezzanine Debt (Y/N) |
Loan Agreement |
| 154 |
Future Secondary Financing (Y/N) |
Loan Agreement |
| 155 |
Future Secondary Financing Description |
Loan Agreement |
| 156 |
Substitution Permitted (Y/N) |
Loan Agreement, Cross Collateralization Agreement |
| 157 |
Number of Properties per Loan |
Loan Agreement, Management Agreement, Assignment of Management Agreement, Appraisal |
ATTACHMENT A
| Attribute
Number |
Attribute |
Source Document(s) |
| 158 |
Collateral Release Price ($ or N/A) |
Cross Collateralization Agreement, Loan Agreement |
| 159 |
Crossed Loans |
Cross Collateralization Agreement, Loan Agreement |
| 160 |
Release (Y or N or N/A) |
Loan Agreement, Cross Collateralization Agreement |
| 161 |
Release Provisions (Description or N/A) |
Loan Agreement, Cross Collateralization Agreement |
| 162 |
Loan Purpose |
Loan Agreement, Settlement Statement, Investment Brief |
| 163 |
Borrowing Entity |
Promissory Note, Loan Agreement, Borrower Organizational Documents, Assumption Documents |
| 164 |
Entity Type |
Promissory Note, Loan Agreement, Borrower Organizational Documents, Assumption Documents |
| 165 |
State of Organization |
Promissory Note, Loan Agreement, Borrower Organizational Documents, Assumption Documents |
| 166 |
Borrower Principal |
Provided by Company |
| 167 |
Borrower Type |
Loan Agreement |
| 168 |
Tenants In Common (Y/N) |
Loan Agreement |
| 169 |
Delaware Statutory Trust (Y/N) |
Promissory Note, Loan Agreement, Borrower Organizational Documents, Trust Agreements, Assumption
Documents |
| 170 |
Independent Director (Y/N) |
Loan Agreement |
| 171 |
Non-Consolidation Opinion (Y/N) |
Opinion of Counsel, Commitment Letter |
| 172 |
Assumption Fee |
Loan Agreement |
| 173 |
Recourse(Y/N) |
Loan Agreement, Promissory Note, Guaranty Agreement |
| 174 |
Recourse Description |
Loan Agreement, Promissory Note, Guaranty Agreement |
| 175 |
Bad Boy Indemnitor / Guarantor |
Guaranty Agreement, Loan Agreement, Assumption Documents |
| 176 |
Environmental Indemnitor (Name or N/A) |
Guaranty Agreement, Loan Agreement, Assumption Documents |
| 177 |
Environmental Carveout (Y/N) |
Loan Agreement, Promissory Note, Guaranty Agreement |
| 178 |
Fraud Carveout (Y/N) |
Loan Agreement, Promissory Note, Guaranty Agreement |
| 179 |
Misapplication of Rent and Insurance Proceeds Carveout (Y/N) |
Loan Agreement, Promissory Note, Guaranty Agreement |
| 180 |
Voluntary Bankruptcy Carveout (Y/N) |
Loan Agreement, Promissory Note, Guaranty Agreement |
| 181 |
Waste Carveout (Y/N) |
Loan Agreement, Promissory Note, Guaranty Agreement |
| 182 |
Borrower/Principal Liquid Assets |
Provided by Company |
| 183 |
Borrower/Principal Net Worth |
Provided by Company |
ATTACHMENT A
| Attribute
Number |
Attribute |
Source Document(s) |
| 184 |
Borrower Or Principal Prior Bankruptcy (Y/N) |
Freddie Mac Form 1115, Investment Brief, Borrower Organizational
Documents |
| 185 |
Bankruptcy Description (Chapter # or N/A) |
Provided by Company |
| 186 |
Management Company |
Management Agreement, Assignment of Management Agreement, Loan Agreement |
| 187 |
Primary Servicing Fee |
Exhibit A to Commitment Letter, Exhibit A to Early Rate Lock Agreement |
| 188 |
Master Servicing Fee |
Provided by Company |
| 189 |
Trustee Fee |
Trustee Fee Bid Letter |
| 190 |
Master Servicing Surveillance Fee |
Provided by Company |
| 191 |
Special Servicing Surveillance Fee |
Provided by Company |
| 192 |
CREFC Royalty Fee |
CREFC Fee Letter |
ATTACHMENT B
RECOMPUTED ATTRIBUTES
| Attribute Number |
Attribute |
Calculation Methodology |
| 193 |
Cut-off Balance |
Recompute using the Original Principal Balance, Interest Calculation, Seasoning as of Cut Off Date, Interest Only
Term, First Payment Date, Maturity Date, Note Rate and Monthly Debt Service, as applicable. Assume all scheduled payments of principal and/or interest on the Mortgage Loans are made and that there are no prepayments or other unscheduled
collections. |
| 194 |
Maturity Balance |
Recompute as the aggregate principal amount that is scheduled to be paid on the Maturity Date, excluding the
principal component that is included in the Monthly Debt Service that is due on the Maturity Date using the Original Principal Balance, Interest Calculation, Seasoning as of Cut Off Date, Interest Only Term, First Payment Date, Maturity Date, Note
Rate and Monthly Debt Service, as applicable. Assume all scheduled payments of principal and/or interest on the Mortgage Loans are made and that there are no prepayments or other unscheduled collections. |
| 195 |
% of Cut-off Date Pool Balance |
Respective Cut-off Balance divided by sum of pool Cut-off Balances. |
| 196 |
% of Cut-off Date Loan Group Balance |
Respective Cut-off Balance divided by sum of loan group Cut-off Balances. |
| 197 |
Monthly Debt Service |
If Amortization Type is equal to “Interest Only”, set equal to Monthly Debt Service (IO). Otherwise,
confirm using Promissory Note. |
| 198 |
Monthly Debt Service (IO) |
Recompute using the Original Principal Balance, Interest Calculation, Interest Only Term and Note Rate. Assume
all scheduled payments of principal and/or interest on the Mortgage Loans are made and that there are no prepayments or other unscheduled collections. |
| 199 |
Original Loan Term (months) |
Number of payments between and including the First Payment Date and Maturity Date. |
| 200 |
Remaining Amortization |
Recompute using the Original Amortization Term (months), Seasoning as of Cut Off Date and Interest Only
Term. |
| 201 |
Remaining Term |
Recompute using the Original Loan Term (months), Maturity Date and Cut-off Date. |
| 202 |
Seasoning as of Cut Off Date |
Original Loan Term (months) minus Remaining Term. |
ATTACHMENT B
| Attribute Number |
Attribute |
Calculation Methodology |
| 203 |
Cut-off Balance Per Unit |
Cut-off Balance divided by Number of Units. |
| 204 |
LTV at Cutoff |
Cut-off Balance divided by Appraised Value. |
| 205 |
LTV at Maturity |
Maturity Balance divided by Appraised Value. |
| 206 |
U/W NOI |
U/W EGI minus U/W Expenses |
| 207 |
U/W DSCR (NCF) |
U/W NCF divided by product of 12 and Monthly Debt Service. |
| 208 |
U/W IO DSCR (NCF) |
U/W NCF divided by product of 12 and Monthly Debt Service (IO). |
| 209 |
Most Recent NOI |
Most Recent EGI minus Most Recent Expenses |
| 210 |
Most Recent DSCR (NCF) |
Most Recent NCF divided by product of 12 and Monthly Debt Service. |
| 211 |
2nd Most Recent NOI |
2nd Most Recent EGI minus 2nd Most Recent Expenses |
| 212 |
2nd Most Recent DSCR (NCF) |
2nd Most Recent NCF divided by product of 12 and Monthly Debt Service. |
| 213 |
3rd Most Recent NOI |
3rd Most Recent EGI minus 3rd Most Recent Expenses |
| 214 |
3rd Most Recent DSCR (NCF) |
3rd Most Recent NCF divided by product of 12 and Monthly Debt Service. |
| 215 |
Occupancy Rate |
Number of occupied units listed on the Rent Roll Source Document divided by Number of Units. |
| 216 |
Monthly Rent per Unit |
Monthly residential rent per the Rent Roll Source Document divided by the number of residential units per the
Rent Roll, Appraisal Report, Investment Brief, or Loan Agreement Source Documents. |
| 217 |
% of GPR from Commercial Rental Income |
Commercial income divided by the sum of commercial income and residential gross potential rent from the Asset
Summary Report (Excel or PDF) Source Document. |
| 218 |
CDCR (Combined DCR) |
Equal to N/A if Additional Financing In Place (existing) (Y/N) is equal to “No”, or if additional
financing (i) has a floating interest rate, (ii) is ‘soft debt’, where there is either no requirement for repayment, or payments are calculated from excess cash flows, (iii) has conditions that provide for the potential forgiveness of
the debt, (iv) is owned by the Company, (v) is a pari passu companion loan or (vi) is unsecured. Otherwise, U/W NCF divided by product of 12 and the sum of Monthly Debt Service and monthly debt service of any Additional Financing In Place (existing)
(Y/N) which is not represented by any of the conditions (i) through (vi) above. |
ATTACHMENT B
| Attribute Number |
Attribute |
Calculation Methodology |
| 219 |
CLTV (Combined LTV) |
Equal to N/A if Additional Financing In Place (existing) (Y/N) is equal
to “No”, or if additional financing (i) is ‘soft debt’, (ii) has conditions that provide for the potential forgiveness of the debt, (iii) is owned by the Company, (iv) is a pari passu companion loan or (v) is unsecured.
Otherwise, sum of Cut-off Balance and any Additional Financing Amount (existing) which is not represented by any of the conditions (i) through (v) above, divided by Appraised Value. |
| 220 |
Affiliated Borrowers Group Name |
Recompute by grouping loans by Borrower Principal. |
| 221 |
Administration Fee |
Sum of Primary Servicing Fee, Master Servicing Fee, Trustee Fee, Master Servicing Surveillance Fee, Special
Servicing Surveillance Fee and CREFC Royalty Fee. |
| 222 |
Net Mortgage Rate |
Note Rate minus Administration Fee. |
ATTACHMENT C
INSTRUCTIONS
|
1. |
For those Compared Attributes with the source document indicated as “Provided by Company,” and those Recomputed Attributes with the calculation methodology indicated as “Provided by Company,” we were instructed by the
Company to assume the attribute or result is accurate and therefore, we did not perform any procedure. |
|
2. |
For the Compared Attribute “Environmental Cost to Cure (Phase I plus Phase II)”, we were instructed by the Company to (i) use ‘$0’ as the value for the Compared Attribute when the Source Documents contained an
Environmental Cost to Cure of less than $5,000, (ii) use ‘N/A’ as the value for the Compared Attribute when the Source Documents did not indicate a value and (iii) exclude any radon mitigation costs in the value for the Compared
Attribute. |
|
3. |
For the Compared Attribute “Flood Insurance (Y/N)”, we were instructed by the Company to use ‘No’ as the value for the Compared Attribute when the Standard Flood Hazard Determination Form had the ‘No’ field
marked in the ‘Determination’ section, or when no Standard Flood Hazard Determination Form was available, and the Loan File did not indicate that the Mortgaged Property was located in a special flood hazard area. When the Standard Flood
Hazard Determination Form had the ‘Yes’ field marked in the ‘Determination’ section, we were instructed by the Company to use ‘Yes’ as the value for the Compared Attribute if either flood insurance or an approved
waiver was stated in the Source Documents. |
|
4. |
For the Compared Attribute “Earthquake Insurance Required (Y/N)”, we were instructed by the Company to use ‘No’ as the value for the Compared Attribute when the Compared Attribute “Elevated Seismic Hazard Region or
PGA ≥ 0.15g (Y/N)” is equal to ‘No’ or when the Compared Attribute “PML (%)” is less than or equal to 20.0% or is N/A. Notwithstanding the above, if the Loan Agreement requires earthquake insurance due to building
retrofitting we were instructed by the Company to use ‘Yes’ as the value for the Compared Attribute “Earthquake Insurance Required (Y/N)”. |
| 5. |
For the Compared Attribute “PML Report Required (Y/N)”, for Mortgage Loans where “Property Sub-Type” is equal to “Manufactured Housing Community” or contains “MHC”, we were instructed by the
Company to use ‘No’ as the value for the Compared Attribute, unless a Source Document was provided. |
| |
|
| 6. |
For the Compared Attribute “PML Report Required (Y/N)”, for Mortgage Loans where a Seismic Report was provided, we were instructed by the Company to use ‘Yes’ as the value for the Compared Attribute. |
|
7. |
For the Compared Attribute “Appraised Value Type”, we were instructed by the Company to use only the values “As-Is”, “As-Complete”, and “As-Stabilized” as applicable values for the Compared
Attribute. |
|
8. |
For the Compared Attributes “Tenant Concentration Type” and “% of Tenant Concentration”, we were instructed by the Company to exclude concentration types and percentages listed for ‘Seniors’ and
‘Graduate Students’ in the Source Documents. |
|
9. |
For the Compared Attribute “Borrower Or Principal Prior Bankruptcy (Y/N)”, we were instructed by the Company to use ‘No’ as the value for the Compared Attribute when the Source Document (“Freddie Mac Form
1115”) did not have ‘Yes’ checked for the applicable question. |
|
10. |
For the Compared Attribute “Original Amortization Term (months)”, we were instructed by the Company to recompute the value using the Original Principal Balance, Note Rate and Monthly Debt Service, if it was not defined in the
Promissory Note. |
ATTACHMENT C
|
11. |
For the Compared Attribute “Number of Properties per Loan”, we were instructed by the Company to use ‘1’ as the value for the Compared Attribute when the Source Documents described multiple parcels managed by a single
entity. |
|
12. |
For the Mortgaged Property with Property Name equal to ‘Brooklyn Crossing (A-2)’, we were instructed to include the ‘Other Split Note Indebtedness’ defined in the Promissory Note when calculating the following Recomputed
Attributes: “Cut-off Balance Per Unit”, “LTV at Cutoff”, “LTV at Maturity”, “U/W DSCR (NCF)”, “U/W IO DSCR (NCF)”, “Most Recent DSCR (NCF)”, “2nd Most Recent DSCR
(NCF)”, and “3rd Most Recent DSCR (NCF)”. |
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