Exhibit 99.1

 

Ernst & Young LLP

One Manhattan West

New York, NY 10001

 

Tel: +1 212 773 3000

ey.com

 

Report of Independent Accountants on Applying Agreed-Upon Procedures

 

Arbor Realty Commercial Real Estate Notes 2025-FL1, LLC

Arbor Realty Collateral Management, LLC (the “Collateral Manager”)

J.P. Morgan Securities LLC

ATLAS SP Securities, a division of Apollo Global Securities, LLC

(collectively, the “Specified Parties”)

 

Re:Arbor Realty Commercial Real Estate Notes 2025-FL1, LLC (the “Issuer”)

 

We have performed the procedures enumerated in Attachment A, which were agreed to and acknowledged as appropriate by the Specified Parties, for the intended purpose of assisting the Specified Parties in evaluating the accuracy of certain information as of 24 July 2025 with respect to the Collateral Interests (as defined herein) contained on the Data Files (as defined herein) (the “Subject Matter”) relating to the Issuer’s securitization transaction. This report may not be suitable for any other purpose. The procedures performed may not address all of the items of interest to a user of the report and may not meet the needs of all users of the report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes. The appropriateness of these procedures is solely the responsibility of the Specified Parties identified in this report. No other party acknowledged the appropriateness of the procedures. Consequently, we make no representation regarding the appropriateness of the procedures described in Attachment A, either for the purpose for which this report has been requested or for any other purpose.

 

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

 

For the purpose of the procedures described in this report, the Collateral Manager, on behalf of the Issuer, provided us with:

a.Certain electronic data files (the “Data Files”) that are described in Attachment A,
b.Electronic copies of the loan files for the Collateral Interests which contain various source documents (the “Source Documents”) relating to the Collateral Interests and the mortgaged properties that secure the Collateral Interests,
c.Certain calculation methodologies (the “Multiple Property Loan Calculation Methodologies”), which are shown on Exhibit 1 to Attachment A, for any Collateral Interests (the “Multiple Property Loans”) that are secured by multiple mortgaged properties (the “Underlying Properties”) relating to the allocation of certain Multiple Property Loan characteristics to the respective Underlying Properties,
d.A list of characteristics on the Data Files (the “Compared Characteristics”), which are listed on Exhibit 2 to Attachment A, that the Collateral Manager, on behalf of the Issuer, instructed us to compare to information contained in the Source Documents,
e.A list of characteristics on the Data Files (the “Recalculated Characteristics”), which are described in Attachment A, that the Collateral Manager, on behalf of the Issuer, instructed us to recalculate using information on the Data Files,
f.A list of characteristics on the Data Files (the “Provided Characteristics”), which are listed on Exhibit 3 to Attachment A, on which the Collateral Manager, on behalf of the Issuer, instructed us to perform no procedures,
g.A draft of the preliminary offering memorandum for the Issuer’s securitization transaction (the “Draft Preliminary Offering Memorandum”) and
h.Instructions, assumptions and methodologies, which are described in Attachment A.

 

 

Page 2 of 3

 

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

 

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

 

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

a.Satisfying any criteria for due diligence published by a nationally recognized statistical rating organization (a “rating agency”) or
b.Making any findings with respect to:
i.Whether the origination of the Collateral Interests conformed to, or deviated from, stated underwriting or credit extension guidelines, standards, criteria, or other requirements,
ii.The value of the collateral securing the Collateral Interests,
iii.Whether the originator(s) of the Collateral Interests complied with federal, state or local laws or regulations or
iv.Any other factor or characteristic of the Collateral Interests that would be material to the likelihood that the issuer of the Notes (as defined in the Draft Preliminary Offering Memorandum) will pay interest and principal in accordance with applicable terms and conditions.

 

 

Page 3 of 3

 

We are required to be independent of the Issuer 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 procedures engagements are less restrictive than independence requirements for audit and other attestation services.

 

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

 

 

/s/ Ernst & Young LLP

 

 

24 July 2025

 

 

 

Attachment A
Page 1 of 20

Background

 

For the purpose of the procedures described in this report, the Collateral Manager, on behalf of the Issuer, indicated that, as of the date hereof, it is expected that:

a.The assets of the Issuer as of the settlement date of the securitization transaction will primarily consist of 23 floating rate mortgage loans and/or senior participation(s) of mortgage loans (the “Collateral Interests,” together with any non-trust senior pari passu or junior participation(s), the “Mortgage Loans”), each secured by one or more commercial properties,
b.The Collateral Manager, on behalf of the Issuer, indicated that any Collateral Interests with the “Collateral Interest Status” characteristic:
i.As “Closing Date Collateral Interest,” as shown on the Data Files, had closed on or prior to the date of this report (the “Closing Date Collateral Interest(s)”), and
ii.As “Targeted Collateral Interest,” as shown on the Data Files, had not closed as of the date of this report (the “Targeted Collateral Interest(s)”) and
c.With respect to any Collateral Interest that does not have the “Mortgage Loan Non-Interest Accruing Amount as of Reference Date ($)” characteristic as “0,” as shown on the Data Files, there exists an amount (each, a “Non-Interest Accruing Amount”) corresponding to such Collateral Interest that was not accruing interest as of the date described in Note 13 of Exhibit 2 to Attachment A.

 

For the avoidance of doubt, unless otherwise stated:

a.All references and recalculations related to the Collateral Interests and Mortgage Loans, as applicable, as of the corresponding payment date in July 2025 (the “Reference Date”) that are described in this report do not include any Non-Interest Accruing Amount and
b.All references and recalculations related to the Collateral Interests and Mortgage Loans, as applicable, as of the maturity date or the fully funded amount of the Mortgage Loans include the corresponding Non-Interest Accruing Amount, if any.

 

For the purpose of the procedures described in this report, the Collateral Manager, on behalf of the Issuer, instructed us to perform no procedures on any Targeted Collateral Interest(s) other than certain procedures described in Items 1. through 3. of this Attachment A and in Note 1 to Exhibit 2 to Attachment A, as applicable. For the avoidance of doubt, we performed the procedures other than the procedures described in Items 1. through 3. of this Attachment A only on the Closing Date Collateral Interest(s) and we performed no procedures on any Targeted Collateral Interest(s) other than certain procedures described in Items 1. through 3. of this Attachment A and in Note 1 to Exhibit 2 to Attachment A, as applicable.

 

 

Attachment A
Page 2 of 20

 

Procedures performed and our associated findings

 

1.The Collateral Manager, on behalf of the Issuer, provided us with:
a.An electronic data file (the “Preliminary Data File”) that the Collateral Manager, on behalf of the Issuer, indicated contains information as of the Reference Date relating to the Collateral Interests and
b.Record layout and decode information related to the information on the Preliminary Data File.

 

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

 

For each Closing Date Collateral Interest(s) on the Preliminary Data File, we compared each Compared Characteristic listed on Exhibit 2 to Attachment A, as shown on the Preliminary Data File, to the corresponding information in the Source Document(s) indicated on Exhibit 2 to Attachment A, subject only to the instructions, assumptions and methodologies provided by the Collateral Manager, on behalf of the Issuer, described in the notes on Exhibit 2 to Attachment A and the succeeding paragraph(s) of this Item.

 

For any Targeted Collateral Interest(s) on the Preliminary Data File, as applicable, we compared each Compared Characteristic listed on Exhibit 2 to Attachment A under the “Mortgaged Property Information,” “Third Party Information” and “Underwriting Information” sections (collectively, the “Targeted Collateral Interest Compared Characteristics”), as shown on the Preliminary Data File, to the corresponding information in the Source Document(s) indicated on Exhibit 2 to Attachment A, subject only to the instructions, assumptions and methodologies provided by the Collateral Manager, on behalf of the Issuer, described in the notes on Exhibit 2 to Attachment A and the succeeding paragraph(s) of this Item. For the avoidance of doubt, we did not perform any procedures with respect to any Compared Characteristics listed under any other sections of Exhibit 2 to Attachment A for any Targeted Collateral Interest(s).

 

The Source Document(s) that we were instructed by the Collateral Manager, on behalf of the Issuer, to use for each Compared Characteristic are indicated on Exhibit 2 to Attachment A. Where more than one Source Document is listed for a Compared Characteristic, the Collateral Manager, on behalf of the Issuer, instructed us to note agreement if the value on the Preliminary Data File for the Compared Characteristic agreed with the corresponding information in at least one of the Source Documents listed for such Compared Characteristic on Exhibit 2 to Attachment A (except as described in the notes on Exhibit 2 to Attachment A). We performed no procedures to reconcile any differences that may exist between various Source Documents for any of the Compared Characteristics listed on Exhibit 2 to Attachment A.

 

 

 

Attachment A
Page 3 of 20

 

1.       (continued)

 

Additionally, for any Mortgage Loan(s) listed in the table below, the Collateral Manager, on behalf of the Issuer, provided us with the related draft Source Document(s) listed in the “Draft Source Document(s)” column of the table below.

 

Mortgage Loan Draft Source Document(s)
   
Coyote Ridge Appraisal Report, Property Condition Report, Phase I Environmental Report, Underwriting Summary
Cottages at Magnolia Underwriting Summary
Genesis Portfolio Interest Rate Cap Agreement

 

For the purpose of the procedures described in this report, the Collateral Manager, on behalf of the Issuer, instructed us to treat any “Draft Source Document(s)” listed in the table above as fully executed Source Document(s).

 

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

 

3.Subsequent to the performance of the procedures described in the Items above, the Collateral Manager, on behalf of the Issuer, provided us with an electronic data file (the “Final Data File,” which together with the Preliminary Data File comprise the Data Files) that the Collateral Manager, on behalf of the Issuer, indicated contains information as of the Reference Date relating to the Collateral Interests.

 

Using information on the:

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

we compared each (i.) Targeted Collateral Interest Compared Characteristic listed on Exhibit 2 to Attachment A for any Targeted Collateral Interest(s) and (ii.) Compared Characteristic for the Closing Date Collateral Interest(s), 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,” as shown on the Final Data File, we recalculated the “Seasoning (months)” of each Mortgage Loan as of the Reference Date. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

 

 

Attachment A
Page 4 of 20

 

5.Using the:
a.First Payment Date,
b.Initial Maturity Date or Anticipated Repayment Date and
c.Fully Extended Maturity Date,

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

i.Original Loan Term (Initial) and
ii.Fully Extended Loan Term (Initial)

of each 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 recalculating the characteristics listed in i. and ii. above, the Collateral Manager, on behalf of the Issuer, instructed us to use the number of loan payment dates from and after the “First Payment Date” (including the “Initial Maturity Date or Anticipated Repayment Date” or “Fully Extended Maturity Date,” as applicable, all as shown on the Final Data File), irrespective of the number of full interest accrual periods.

 

6.Using the:
a.Seasoning (months),
b.Original Loan Term (Initial) and
c.Fully Extended Loan Term (Initial),

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

i.Original Loan Term (Remaining) and
ii.Fully Extended Loan Term (Remaining)

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

 

7.For each Mortgage Loan, the Collateral Manager, on behalf of the Issuer, instructed us to use the “Original Loan Term (Initial),” as shown on the Final Data File, for the “Initial IO Period” characteristic. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

 

8.Using the:
a.Initial IO Period and
b.Seasoning (months),

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

 

 

Attachment A
Page 5 of 20

 

9.Using the sum of the:
a.Mortgage Loan Initial Funded Amount ($) and
b.Mortgage Loan Non-Interest Accruing Amount As of Origination ($),

as shown on the Final Data File, we recalculated the “Mortgage Loan Commitment Original Balance ($)” of each Mortgage Loan.

 

For any Multiple Property Loan, the Collateral Manager, on behalf of the Issuer, instructed us to allocate the “Mortgage Loan Commitment Original Balance ($)” to each related Underlying Property in accordance with the Multiple Property Loan Calculation Methodologies.

 

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 sum of the:
a.Mortgage Loan Cut-off Date Balance ($) and
b.Subordinate Debt Cut-off Date Balance ($),

as shown on the Final Data File, we recalculated the “Total Debt Cut-off Date Balance ($)” of each 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 any Mortgage Loan with the “Subordinate Debt Cut-off Date Balance ($)” characteristic as “N/A,” as shown on the Final Data File, the Collateral Manager, on behalf of the Issuer, instructed us to use “N/A” for the “Total Debt Cut-off Date Balance ($)” characteristic.

 

11.Using the sum of the:
a.Collateral Interest Cut-off Date Balance ($) and
b.Collateral Interest Non-Interest Accruing Amount as of Reference Date ($),

as shown on the Final Data File, we recalculated the “Collateral Interest Balloon Balance ($)” of each Mortgage Loan.

 

For any Multiple Property Loan, the Collateral Manager, on behalf of the Issuer, instructed us to allocate the “Collateral Interest Balloon Balance ($)” to each related Underlying Property in accordance with the Multiple Property Loan Calculation Methodologies.

 

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

 

12.Using the sum of the:
a.Junior Participation Cut-off Date Balance and
b.Junior Participation Non-Interest Accruing Amount as of Reference Date ($),

as shown on the Final Data File, we recalculated the “Junior Participation Balloon Payment ($)” of each Mortgage Loan.

 

For any Mortgage Loan with the “Junior Participation Cut-off Date Balance” characteristic as “N/A,” as shown on the Final Data File, the Collateral Manager, on behalf of the Issuer, instructed us to use “N/A” for the “Junior Participation Balloon Payment ($)” characteristic.

 

 

 

Attachment A
Page 6 of 20

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 sum of the:
a.Mortgage Loan Cut-off Date Balance ($) and
b.Mortgage Loan Non-Interest Accruing Amount as of Reference Date ($),

as shown on the Final Data File, we recalculated the “Mortgage Loan Balloon Balance ($)” of each Mortgage Loan.

 

For any Multiple Property Loan, the Collateral Manager, on behalf of the Issuer, instructed us to allocate the “Mortgage Loan Balloon Balance ($)” to each related Underlying Property in accordance with the Multiple Property Loan Calculation Methodologies.

 

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

 

14.Using the difference between the:
a.Mortgage Loan Balloon Balance ($) and
b.Junior Participation Balloon Payment ($),

as shown on the Final Data File, we recalculated the “Senior Participation Balloon Payment ($)” of each Mortgage Loan.

 

For any Multiple Property Loan, the Collateral Manager, on behalf of the Issuer, instructed us to allocate the “Senior Participation Balloon Payment ($)” to each related Underlying Property in accordance with the Multiple Property Loan Calculation Methodologies.

 

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

 

15.Using the sum of the:
a.Mortgage Loan Index Floor and
b.Mortgage Loan Margin,

as shown on the Final Data File, we recalculated the “Mortgage Loan Rate Floor” for each Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

 

16.Using the sum of the:
a.Mortgage Loan Index Cap and
b.Mortgage Loan Margin,

as shown on the Final Data File, we recalculated the “Mortgage Loan Rate Cap” for each Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

 

17.Using the:
a.Index and
b.Index Rounding Factor

as shown on the Final Data File, and the applicable Index Assumption (as defined herein) provided by the Collateral Manager, on behalf of the Issuer, we recalculated the “Index Rate Assumption” of each Mortgage Loan.

 

 

Attachment A
Page 7 of 20

17. (continued)

 

For any Mortgage Loan with the “Index” characteristic as “1 month CME Term SOFR,” as shown on the Final Data File, the Collateral Manager, on behalf of the Issuer, instructed us to use 4.25000% (the “Index Assumption”) for the purpose of recalculating the “Index Rate Assumption” characteristic for each Mortgage Loan.

 

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

 

18.Using the:
a.Mortgage Loan Margin,
b.Collateral Interest Margin,
c.Junior Participation Cut-off Date Margin,
d.Subordinate Debt Margin,
e.Mortgage Loan Index Floor,
f.Subordinate Debt Floor and
g.Index Rate Assumption,

as applicable, as shown on the Final Data File, and the applicable instructions, assumptions and calculation methodologies provided by the Collateral Manager, on behalf of the Issuer, described in the succeeding paragraph(s) of this Item, we recalculated the:

i.Mortgage Loan Cut-off Date Interest Rate,
ii.Collateral Interest Cut-off Date Interest Rate,
iii.Junior Participation Cut-off Date Interest Rate and
iv.Subordinate Debt Interest Rate

of each Mortgage Loan.

 

For the purpose of recalculating the characteristics listed in i. through iv. above, the Collateral Manager, on behalf of the Issuer, instructed us to ignore any references to “Adjusted LIBOR Rate,” “Adjusted SOFR Rate,” “Reserve Percentage,” “Alternative Index,” “Alternative Rate,” “Substitute Rate,” “Benchmark Replacement,” “Benchmark Replacement Adjustment,” “Benchmark Replacement Conforming Changes,” “Benchmark Transition Date,“ “Mortgage Loan Margin Change (Y/N),” “Mortgage Loan Margin Change Description” and/or “Prime Rate” in the applicable Source Document(s).

 

For the purpose of recalculating the characteristics listed in i. through iii. above for each Mortgage Loan, the Collateral Manager, on behalf of the Issuer, instructed us to use the sum of the “Mortgage Loan Margin,” “Collateral Interest Margin” or “Junior Participation Cut-off Date Margin,” as applicable, and the greater of the:

a.Mortgage Loan Index Floor and
b.Index Rate Assumption,

as shown on the Final Data File.

 

For any Mortgage Loan with the “Subordinate Debt Rate Type” characteristic as “Floating,” the Collateral Manager, on behalf of the Issuer, instructed us to recalculate the “Subordinate Debt Interest Rate” as the sum of the “Subordinate Debt Margin” and the greater of the:

a.Index Rate Assumption and
b.Subordinate Debt Floor,

as shown on the Final Data File.

 

 

Attachment A
Page 8 of 20

18. (continued)

 

For any Mortgage Loan with the “Junior Participation Cut-off Date Margin” characteristic as “N/A,” as shown on the Final Data File, the Collateral Manager, on behalf of the Issuer, instructed us to use “N/A” for the “Junior Participation Cut-off Date Interest Rate” characteristic.

 

For any Mortgage Loan with the “Subordinate Debt Rate Type” characteristic as “Fixed,” as shown on the Final Data File, the Collateral Manager, on behalf of the Issuer, instructed us to use the applicable fixed interest rate, as shown in the applicable Source Document(s) for the “Subordinate Debt Interest Rate” characteristic. For any Mortgage Loan with the “Subordinate Debt (Y/N)” characteristic as “No,” the Collateral Manager, on behalf of the Issuer, instructed us to use “N/A” for the “Subordinate Debt Interest Rate” characteristic.

 

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

 

19.Using the:
a.Collateral Interest Cut-off Date Balance ($),
b.Mortgage Loan Cut-off Date Balance ($),
c.Mortgage Loan Balloon Balance ($),
d.Collateral Interest Cut-off Date Interest Rate,
e.Mortgage Loan Cut-off Date Interest Rate and
f.Interest Accrual Basis,

as applicable, as shown on the Final Data File, and the applicable instructions, assumptions and calculation methodologies provided by the Collateral Manager, on behalf of the Issuer, described in the succeeding paragraph(s) of this Item, we recalculated the:

i.Collateral Interest Annual Debt Service Payment (IO) ($),
ii.Mortgage Loan Annual Debt Service Payment (IO) ($) and
iii.Mortgage Loan Maturity Annual Debt Service (IO) ($)

of each Mortgage Loan.

 

For the purpose of this procedure, the Collateral Manager, on behalf of the Issuer, instructed us to recalculate the “Collateral Interest Annual Debt Service Payment (IO) ($)” of each Mortgage Loan as the product of:

a.1/12th of the product, rounded to two decimal places, of:
i.The “Collateral Interest Cut-off Date Balance ($),” as shown on the Final Data File,
ii.The “Collateral Interest Cut-off Date Interest Rate,” as shown on the Final Data File, and
iii.365/360 and
b.12.

 

 

Attachment A
Page 9 of 20

 

19. (continued)

 

For the purpose of this procedure, the Collateral Manager, on behalf of the Issuer, instructed us to recalculate the “Mortgage Loan Annual Debt Service Payment (IO) ($)” of each Mortgage Loan as the product of:

a.1/12th of the product, rounded to two decimal places, of:
i.The “Mortgage Loan Cut-off Date Balance ($),” as shown on the Final Data File,
ii.The “Mortgage Loan Cut-off Date Interest Rate,” as shown on the Final Data File, and
iii.365/360 and
b.12.

 

For the purpose of this procedure, the Collateral Manager, on behalf of the Issuer, instructed us to recalculate the “Mortgage Loan Maturity Annual Debt Service (IO) ($)” of each Mortgage Loan as the product of:

a.1/12th of the product, rounded to two decimal places, of:
i.The “Mortgage Loan Balloon Balance ($),” as shown on the Final Data File,
ii.The “Mortgage Loan Cut-off Date Interest Rate,” as shown on the Final Data File, and
iii.365/360 and
b.12.

 

For any Mortgage Loan with the “Initial IO Period (Remaining)” characteristic as “0,” as shown on the Final Data File, the Collateral Manager, on behalf of the Issuer, instructed us to use “N/A” for the characteristics listed in i. through iii. above.

 

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

 

20.Using the:
a.Mortgage Loan Cut-off Date Balance ($),
b.Mortgage Loan Balloon Balance ($),
c.Collateral Interest Cut-off Date Balance ($),
d.Subordinate Debt Cut-off Date Balance ($),
e.Senior Participation Cut-off Date Balance,
f.Senior Participation Balloon Payment ($),
g.Mortgage Loan Cut-off Date Interest Rate,
h.Collateral Interest Cut-off Date Interest Rate,
i.Subordinate Debt Interest Rate,
j.Interest Accrual Basis,
k.Subordinate Debt Accrual Basis and
l.Subordinate Debt (Y/N)

as applicable, as shown on the Final Data File, and the applicable instructions, assumptions and calculation methodologies provided by the Collateral Manager, on behalf of the Issuer, described in the succeeding paragraph(s) of this Item, we recalculated the:

 

 

Attachment A
Page 10 of 20

 

20. (continued)

 

i.Mortgage Loan Annual Debt Service Payment (P&I) ($),
ii.Mortgage Loan Maturity Annual Debt Service (P&I) ($),
iii.Collateral Interest Annual Debt Service Payment (P&I) ($),
iv.Subordinate Debt Annual Debt Service Payment (P&I) ($),
v.Senior Participation Annual Debt Service and
vi.Senior Participation Maturity Annual Debt Service (P&I) ($)

of each Mortgage Loan.

 

For each Mortgage Loan, the Collateral Manager, on behalf of the Issuer, instructed us to use the:

a.Mortgage Loan Annual Debt Service Payment (IO) ($),
b.Mortgage Loan Maturity Annual Debt Service (IO) ($) and
c.Collateral Interest Annual Debt Service Payment (IO) ($),

as shown on the Final Data File, for the:

i.Mortgage Loan Annual Debt Service Payment (P&I) ($),
ii.Mortgage Loan Maturity Annual Debt Service (P&I) ($) and
iii.Collateral Interest Annual Debt Service Payment (P&I) ($),

respectively.

 

For any Mortgage Loan with the “Subordinate Debt (Y/N)” characteristic as “Yes,” as shown on the Final Data File (each, a “Mortgage Loan with Subordinate Debt”), the Collateral Manager, on behalf of the Issuer, instructed us to recalculate the “Subordinate Debt Annual Debt Service Payment (P&I) ($)” as the product of:

a.1/12th of the product, rounded to two decimal places, of:
i.The “Subordinate Debt Cut-off Date Balance ($),” as shown on the Final Data File,
ii.The “Subordinate Debt Interest Rate,” as shown on the Final Data File, and
iii.365/360 and
b.12.

 

For any Mortgage Loan that is not a Mortgage Loan with Subordinate Debt, the Collateral Manager, on behalf of the Issuer, instructed us to use “N/A” for the “Subordinate Debt Annual Debt Service Payment (P&I) ($)” characteristic.

 

For the purpose of this procedure, the Collateral Manager, on behalf of the Issuer, instructed us to recalculate the “Senior Participation Annual Debt Service” of each Mortgage Loan as the product of:

a.1/12th of the product, rounded to two decimal places, of:
i.The “Senior Participation Cut-off Date Balance,” as shown on the Final Data File.
ii.The sum of the:
1.Senior Participation Margin and
2.The greater of the:
a.Mortgage Loan Index Floor and
b.Index Rate Assumption,

as shown on the Final Data File, and

iii.365/360 and
b.12.

 

 

Attachment A
Page 11 of 20

20. (continued)

 

For the purpose of this procedure, the Collateral Manager, on behalf of the Issuer, instructed us to recalculate the “Senior Participation Maturity Annual Debt Service (P&I)” of each Mortgage Loan as the product of:

a.1/12th of the product, rounded to two decimal places, of:
i.The “Senior Participation Balloon Payment ($),” as shown on the Final Data File,
ii.The sum of the:
1.Senior Participation Margin and
2.The greater of the:
a.Mortgage Loan Index Floor and
b.Index Rate Assumption,

as shown on the Final Data File, and

iii.365/360 and
b.12.

 

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

 

21.Using the:
a.Mortgage Loan Cut-off Date Balance ($),
b.Mortgage Loan Balloon Balance ($),
c.Collateral Interest Cut-off Date Balance ($),
d.Subordinate Debt Cut-off Date Balance ($),
e.Senior Participation Cut-off Date Balance,
f.Senior Participation Balloon Payment ($),
g.Mortgage Loan Rate Cap,
h.Subordinate Debt Cap,
i.Mortgage Loan Index Cap,
j.Collateral Interest Margin,
k.Senior Participation Margin,
l.Interest Accrual Basis and
m.Subordinate Debt Accrual Basis

as applicable, as shown on the Final Data File, and the applicable instructions, assumptions and calculation methodologies provided by the Collateral Manager, on behalf of the Issuer, described in the succeeding paragraph(s) of this Item, we recalculated the:

i.Mortgage Loan Annual Debt Service Payment (Cap) ($),
ii.Mortgage Loan Maturity Annual Debt Service (Cap) ($),
iii.Collateral Interest Annual Debt Service Payment (Cap) ($),
iv.Subordinate Debt Annual Debt Service at Cap ($),
v.Senior Participation Annual Debt Service (Cap) and
vi.Senior Participation Maturity Annual Debt Service (Cap) ($)

of each Mortgage Loan.

 

 

 

Attachment A
Page 12 of 20

 

21. (continued)

 

For the purpose of this procedure, the Collateral Manager, on behalf of the Issuer, instructed us to recalculate the “Mortgage Loan Annual Debt Service Payment (Cap) ($)” as the product of:

a.1/12th of the product, rounded to two decimal places, of:
i.The “Mortgage Loan Cut-off Date Balance ($),” as shown on the Final Data File,
ii.The “Mortgage Loan Rate Cap,” as shown on the Final Data File, and
iii.365/360 and
b.12.

 

For the purpose of this procedure, the Collateral Manager, on behalf of the Issuer, instructed us to recalculate the “Mortgage Loan Maturity Annual Debt Service (Cap) ($)” as the product of:

a.1/12th of the product, rounded to two decimal places, of:
i.The “Mortgage Loan Balloon Balance ($),” as shown on the Final Data File,
ii.The “Mortgage Loan Rate Cap,” as shown on the Final Data File, and
iii.365/360 and
b.12.

 

For the purpose of this procedure, the Collateral Manager, on behalf of the Issuer, instructed us to recalculate the “Collateral Interest Annual Debt Service Payment (Cap) ($)” as the product of:

a.1/12th of the product, rounded to two decimal places, of:
i.The “Collateral Interest Cut-off Date Balance ($),” as shown on the Final Data File,
ii.The sum of the:
1.Mortgage Loan Index Cap and
2.Collateral Interest Margin,

as shown on the Final Data File, and

iii.365/360 and
b.12.

 

For any Mortgage Loan with Subordinate Debt, the Collateral Manager, on behalf of the Issuer, instructed us to recalculate the “Subordinate Debt Annual Debt Service at Cap ($)” as the product of:

a.1/12th of the product, rounded to two decimal places, of:
i.The “Subordinate Debt Cut-off Date Balance ($),” as shown on the Final Data File,
ii.The “Subordinate Debt Cap,” as shown on the Final Data File, and
iii.365/360 and
b.12.

 

For any Mortgage Loan with the ”Subordinate Debt Cap” characteristic as “N/A,” as shown on the Final Data File, the Collateral Manager, on behalf of the Issuer, instructed us to use “N/A” for the “Subordinate Debt Annual Debt Service at Cap ($)” characteristic.

 

 

 

Attachment A
Page 13 of 20

 

21. (continued)

 

For the purpose of this procedure, the Collateral Manager, on behalf of the Issuer, instructed us to recalculate the “Senior Participation Annual Debt Service (Cap)” as the product of:

a.1/12th of the product, rounded to two decimal places, of:
i.The “Senior Participation Cut-off Date Balance,” as shown on the Final Data File,
ii.The sum of the:
1.Mortgage Loan Index Cap and
2.Senior Participation Margin,

as shown on the Final Data File, and

iii.365/360 and
b.12.

 

For the purpose of this procedure, the Collateral Manager, on behalf of the Issuer, instructed us to recalculate the “Senior Participation Maturity Annual Debt Service (Cap) ($)” as the product of:

a.1/12th of the product, rounded to two decimal places, of:
i.The “Senior Participation Balloon Payment ($),” as shown on the Final Data File,
ii.The sum of the:
1.Mortgage Loan Index Cap and
2.Senior Participation Margin,

as shown on the Final Data File, and

iii.365/360 and
b.12.

 

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

 

22.Using the:
a.Mortgage Loan Balloon Balance ($),
b.Senior Participation Balloon Payment ($) and
c.Takeout Rate Assumption,

as shown on the Final Data File, and the applicable instructions, assumptions and calculation methodologies provided by the Collateral Manager, on behalf of the Issuer, described in the succeeding paragraph(s) of this Item, we recalculated the:

i.Mortgage Loan Maturity Annual Debt Service (at takeout rate) ($) and
ii.Senior Participation Maturity Annual Debt Service (at takeout rate) ($)

of each Mortgage Loan.

 

For the purpose of this procedure, the Collateral Manager, on behalf of the Issuer, instructed us to recalculate the “Mortgage Loan Maturity Annual Debt Service (at takeout rate) ($)” as the product of:

a.The “Mortgage Loan Balloon Balance ($),” as shown on the Final Data File,
b.The “Takeout Rate Assumption,” as shown on the Final Data File and
c.365/360.

 

 

 

Attachment A
Page 14 of 20

 

22. (continued)

 

For the purpose of this procedure, the Collateral Manager, on behalf of the Issuer, instructed us to recalculate the “Senior Participation Maturity Annual Debt Service (at takeout rate) ($)” as the product of:

a.The “Senior Participation Balloon Payment ($),” as shown on the Final Data File,
b.The “Takeout Rate Assumption,” as shown on the Final Data File and
c.365/360.

 

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

 

23.Using the sum of the:
a.Mortgage Loan Annual Debt Service Payment (P&I) ($) and
b.Subordinate Debt Annual Debt Service Payment (P&I) ($),

as shown on the Final Data File, we recalculated the “Cut-off Date Total Debt Ann Debt Service ($)” of each Mortgage Loan.

 

For any Mortgage Loan that is not a Mortgage Loan with Subordinate Debt, the Collateral Manager, on behalf of the Issuer, instructed us to use “N/A” for the “Cut-off Date Total Debt Ann Debt Service ($)” characteristic.

 

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

 

24.Using:
a.Information on the Final Data File,
b.The applicable instructions, assumptions and methodologies described in the Draft Preliminary Offering Memorandum and
c.The instructions, assumptions and methodologies, as applicable, provided by the Collateral Manager, on behalf of the Issuer, described in the succeeding paragraph(s) of this Item,

we recalculated the:

i.Collateral Interest Cut-off Date As-Is LTV Ratio,
ii.Mortgage Loan Cut-off Date As-Is LTV Ratio,
iii.Total Debt Cut-off Date As-Is LTV,
iv.Collateral Interest Commitment Maturity Date Stabilized LTV Ratio and
v.Mortgage Loan Commitment Maturity Date Stabilized LTV Ratio

of each Mortgage Loan (except for any Mortgage Loan in a Crossed Loan Group (as defined herein), which are described in the succeeding paragraph(s) of this Item) and Underlying Property, as applicable. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

 

For the purpose of this procedure, the Collateral Manager, on behalf of the Issuer, instructed us to round the characteristics listed in i. through v. above to the nearest 1/10th of one percent.

 

 

 

Attachment A
Page 15 of 20

 

24. (continued)

 

For any Mortgage Loan with the “Cross Collateralized and Cross Defaulted Loan Flag” characteristic as “Yes” (each such group of Mortgage Loans, a “Crossed Loan Group”), as shown on the Final Data File, the Collateral Manager, on behalf of the Issuer, instructed us to recalculate the characteristics listed in i. through v. above on an aggregate basis for those Mortgage Loans in the same Crossed Loan Group.

 

For any Mortgage Loan that is not a Mortgage Loan with Subordinate Debt, the Collateral Manager, on behalf of the Issuer, instructed us to use “N/A” for the “Total Debt Cut-off Date As-Is LTV” characteristic.

 

For the Underlying Properties associated with any Multiple Property Loan, the Collateral Manager, on behalf of the Issuer, instructed us to use the:

a.Collateral Interest Cut-off Date As-Is LTV Ratio,
b.Mortgage Loan Cut-off Date As-Is LTV Ratio,
c.Collateral Interest Commitment Maturity Date Stabilized LTV Ratio and
d.Mortgage Loan Commitment Maturity Date Stabilized LTV Ratio

for the Multiple Property Loan as the value for each of the characteristics listed in a. through d. above for each of the Underlying Properties associated with such Multiple Property Loan.

 

For the Underlying Properties associated with any Multiple Property Loan, the Collateral Manager, on behalf of the Issuer, instructed us to use “<blank>” for the “Total Debt Cut-off Date As-Is LTV” characteristic.

 

25.Using:
a.Information on the Final Data File,
b.The applicable instructions, assumptions and methodologies described in the Draft Preliminary Offering Memorandum and
c.The instructions, assumptions and methodologies, as applicable, provided by the Collateral Manager, on behalf of the Issuer, described in the succeeding paragraph(s) of this Item,

we recalculated the:

i.Collateral Interest Most Recent NOI DSCR,
ii.Collateral Interest Most Recent NCF DSCR,
iii.Mortgage Loan Most Recent NOI DSCR,
iv.Mortgage Loan Most Recent NCF DSCR (together with i. through iii., the “Most Recent DSCR Recalculated Characteristics”),
v.Collateral Interest Cut-off Date Balance Underwritten NOI DSCR,
vi.Collateral Interest Cut-off Date Balance Underwritten NCF DSCR,
vii.Mortgage Loan Cut-off Date Balance Underwritten NOI DSCR,
viii.Mortgage Loan Cut-off Date Balance Underwritten NCF DSCR (together with v. through vii., the “Underwritten DSCR Recalculated Characteristics”),
ix.Collateral Interest Underwritten Stabilized NOI DSCR,
x.Collateral Interest Underwritten Stabilized NCF DSCR,
xi.Fully Funded Mortgage Loan Underwritten Stabilized NOI DSCR,

 

 

Attachment A
Page 16 of 20

 

25. (continued)

 

xii.Fully Funded Mortgage Loan Underwritten Stabilized NCF DSCR (together with ix. through xi., the “Underwritten Stabilized DSCR Recalculated Characteristics”),
xiii.Collateral Interest Appraisal Stabilized NOI DSCR,
xiv.Collateral Interest Appraisal Stabilized NCF DSCR,
xv.Fully Funded Mortgage Loan Appraisal Stabilized NOI DSCR,
xvi.Fully Funded Mortgage Loan Appraisal Stabilized NCF DSCR (together with xiii. through xv., the “Appraisal Stabilized DSCR Recalculated Characteristics,” and together with the Underwritten Stabilized DSCR Recalculated Characteristics, the “Stabilized DSCR Recalculated Characteristics”) and
xvii.Total Debt Cut-off Date UW NCF DSCR

of each Mortgage Loan (except for any Mortgage Loan in a Crossed Loan Group, which are described in the succeeding paragraph(s) of this Item) and Underlying Property, as applicable.

 

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

 

For the purpose of this procedure, the Collateral Manager, on behalf of the Issuer, instructed us to round the characteristics listed in i. through xvii. above to two decimal places.

 

For any Mortgage Loan in a Crossed Loan Group, the Collateral Manager, on behalf of the Issuer, instructed us to recalculate the characteristics listed in i. through xvii. above on an aggregate basis for those Mortgage Loans in the same Crossed Loan Group.

 

For the purpose of this procedure, the Collateral Manager, on behalf of the Issuer, instructed us to:

a.Use the “Senior Participation Maturity Annual Debt Service (at takeout rate) ($)” or “Mortgage Loan Maturity Annual Debt Service (at takeout rate) ($),” as applicable, as shown on the Final Data File, to recalculate the Stabilized DSCR Recalculated Characteristics for each Mortgage Loan,
b.Use the “Senior Participation Annual Debt Service (Cap)” or “Mortgage Loan Annual Debt Service Payment (Cap) ($),” as applicable, as shown on the Final Data File, to recalculate the Underwritten DSCR Recalculated Characteristics if the “Mortgage Loan Index Cap,” as shown on the Final Data File, is less than the “Index Rate Assumption,” as shown on the Final Data File,
c.Use the “Senior Participation Annual Debt Service” or “Mortgage Loan Annual Debt Service Payment (P&I) ($),” as applicable, as shown on the Final Data File, to recalculate the Underwritten DSCR Recalculated Characteristics if the “Mortgage Loan Index Cap,” as shown on the Final Data File, is not less than the “Index Rate Assumption,” as shown on the Final Data File,
d.Use the “Cut-off Date Total Debt Ann Debt Service ($),” as shown on the Final Data File, to recalculate the “Total Debt Cut-off Date UW NCF DSCR” characteristic for any Mortgage Loan with Subordinate Debt,
e.Use “N/A” for the “Total Debt Cut-off Date UW NCF DSCR” characteristic for any Mortgage Loan that is not a Mortgage Loan with Subordinate Debt and to use “<blank>” for any related Underlying Properties,

 

 

Attachment A
Page 17 of 20

 

25. (continued)

 

f.Use “N/A” for the Most Recent DSCR Recalculated Characteristics for any Mortgage Loan with the “Most Recent NOI” or “Most Recent NCF” characteristic as “N/A,” as applicable, as shown on the Final Data File,
g.Use “N/A” for the Underwritten DSCR Recalculated Characteristics for any Mortgage Loan with the “Underwritten NOI ($)” or “Underwritten NCF ($)” characteristic as “N/A,” as applicable, as shown on the Final Data File,
h.Use “N/A” for the Appraisal Stabilized DSCR Recalculated Characteristics for any Mortgage Loan with the “Appraisal Stabilized NOI ($)” or “Appraisal Stabilized NCF ($)” characteristic as “N/A,” as applicable, as shown on the Final Data File and
i.Use the maximum of “1.00x” and the result of the recalculation for the Underwritten DSCR Recalculated Characteristics for any Mortgage Loan with an in place or springing debt service reserve or holdback.

 

For the Underlying Properties associated with any Multiple Property Loan, the Collateral Manager, on behalf of the Issuer, instructed us to use the:

a.Most Recent DSCR Recalculated Characteristics,
b.Underwritten DSCR Recalculated Characteristics,
c.Stabilized DSCR Recalculated Characteristics and
d.Total Debt Cut-off Date UW NCF DSCR characteristic,

for the Multiple Property Loan as the value for each of the respective characteristics for each of the Underlying Properties associated with such Multiple Property Loan.

 

26.Using:
a.Information on the Final Data File,
b.The applicable instructions, assumptions and methodologies described in the Draft Preliminary Offering Memorandum and
c.The instructions, assumptions and methodologies, as applicable, provided by the Collateral Manager, on behalf of the Issuer, described in the succeeding paragraph(s) of this Item,

we recalculated the:

i.Cut-off Date Collateral Interest Most Recent NOI Debt Yield,
ii.Cut-off Date Collateral Interest Most Recent NCF Debt Yield,
iii.Cut-off Date Mortgage Loan Most Recent NOI Debt Yield,
iv.Cut-off Date Mortgage Loan Most Recent NCF Debt Yield (together with i. through iii., the “Most Recent Debt Yield Recalculated Characteristics”),
v.Collateral Interest Cut-off Date Balance Underwritten NOI Debt Yield,
vi.Collateral Interest Cut-off Date Balance Underwritten NCF Debt Yield,
vii.Mortgage Loan Cut-off Date Balance Underwritten NOI Debt Yield,
viii.Mortgage Loan Cut-off Date Balance Underwritten NCF Debt Yield (together with v. through vii., the “Underwritten Debt Yield Recalculated Characteristics”),
ix.Fully Funded Mortgage Loan Underwritten Stabilized NOI Debt Yield,
x.Fully Funded Mortgage Loan Underwritten Stabilized NCF Debt Yield,
xi.Collateral Interest Underwritten Stabilized NOI Debt Yield,

 

 

Attachment A
Page 18 of 20

 

26. (continued)

 

xii.Collateral Interest Underwritten Stabilized NCF Debt Yield (together with ix. through xi., the “Underwritten Stabilized Debt Yield Recalculated Characteristics”),
xiii.Fully Funded Mortgage Loan Appraisal Stabilized NOI Debt Yield,
xiv.Fully Funded Mortgage Loan Appraisal Stabilized NCF Debt Yield,
xv.Collateral Interest Appraisal Stabilized NOI Debt Yield,
xvi.Collateral Interest Appraisal Stabilized NCF Debt Yield (together with xiii. through xv., the “Appraisal Stabilized Debt Yield Recalculated Characteristics,” and together with the Underwritten Stabilized Debt Yield Recalculated Characteristics, the “Stabilized Debt Yield Recalculated Characteristics”) and
xvii.Total Debt Cut-off Date UW NOI DY

of each Mortgage Loan (except for any Mortgage Loans in a Crossed Loan Group, which are described in the succeeding paragraph(s) of this Item) and Underlying Property, as applicable. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

 

For the purpose of this procedure, the Collateral Manager, on behalf of the Issuer, instructed us to round the characteristics listed in i. through xvii. above to the nearest 1/10th of one percent.

 

For any Mortgage Loan in a Crossed Loan Group, the Collateral Manager, on behalf of the Issuer, instructed us to recalculate the characteristics listed in i. through xvii. above on an aggregate basis for those Mortgage Loans in the same Crossed Loan Group.

 

For the purpose of this procedure, the Collateral Manager, on behalf of the Issuer, instructed us to:

a.Use “N/A” for the “Total Debt Cut-off Date UW NOI DY” characteristic for any Mortgage Loan that is not a Mortgage Loan with Subordinate Debt or for any Mortgage Loan with the “Underwritten NOI ($)” or “Underwritten NCF ($)” characteristics as “N/A,” as applicable, and to use “<blank>” for any related Underlying Properties,
b.Use “N/A” for the Most Recent Debt Yield Recalculated Characteristics for any Mortgage Loan with the “Most Recent NOI” or “Most Recent NCF” characteristic as “N/A,” as applicable, as shown on the Final Data File,
c.Use “N/A” for the Underwritten Debt Yield Recalculated Characteristics for any Mortgage Loan with the “Underwritten NOI ($)” or “Underwritten NCF ($)” characteristic as “N/A,” as applicable, as shown on the Final Data File,
d.Use “N/A” for the Appraisal Stabilized Debt Yield Recalculated Characteristics for any Mortgage Loan with the “Appraisal Stabilized NOI ($)” or “Appraisal Stabilized NCF ($)” characteristic as “N/A,” as applicable, as shown on the Final Data File and
e.Use the maximum of “0.0%” and the result of the recalculation for the:
i.Underwritten Debt Yield Recalculated Characteristics,
ii.Stabilized Debt Yield Recalculated Characteristics and
iii.Total Debt Cut-off Date UW NOI DY characteristic

for each Mortgage Loan.

 

 

 

Attachment A
Page 19 of 20

 

26. (continued)

 

For the Underlying Properties associated with any Multiple Property Loan, the Collateral Manager, on behalf of the Issuer, instructed us to use the:

a.Most Recent Debt Yield Recalculated Characteristics,
b.Underwritten Debt Yield Recalculated Characteristics,
c.Stabilized Debt Yield Recalculated Characteristics and
d.Total Debt Cut-off Date UW NOI DY characteristic

for the Multiple Property Loan as the value for each of the respective characteristics for each of the Underlying Properties associated with such Multiple Property Loan.

 

27.Using:
a.Information on the Final Data File,
b.The applicable instructions, assumptions and methodologies described in the Draft Preliminary Offering Memorandum and
c.The instructions, assumptions and methodologies, as applicable, provided by the Collateral Manager, on behalf of the Issuer, described in the succeeding paragraph(s) of this Item,

we recalculated the:

i.Mortgage Loan Commitment Original Balance / Unit ($),
ii.Mortgage Loan Cut-off Date Balance / Unit ($) and
iii.Mortgage Loan Balloon Balance / Unit ($)

of each Mortgage Loan (except for any Mortgage Loans in a Crossed Loan Group, which are described in the succeeding paragraph(s) of this Item) and Underlying Property, as applicable. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

 

For any Mortgage Loan in a Crossed Loan Group, the Collateral Manager, on behalf of the Issuer, instructed us to recalculate the characteristics listed in i. through iii. above on an aggregate basis for those Mortgage Loans in the Crossed Loan Group.

 

For the Underlying Properties associated with any Multiple Property Loan, the Collateral Manager, on behalf of the Issuer, instructed us to use the:

a.Mortgage Loan Commitment Original Balance / Unit ($)
b.Mortgage Loan Cut-off Date Balance / Unit ($),
c.Mortgage Loan Balloon Balance / Unit ($) and

for the Multiple Property Loan as the value for each of the characteristics listed in a. through c. above for each of the Underlying Properties associated with such Multiple Property Loan.

 

28.Using the “Sponsor,” as shown on the Final Data File, we identified those Mortgage Loans that had at least one common “Sponsor” (each, an “Affiliated Sponsor (Y/N)”). We compared this information to the corresponding information on the Final Data File and found such information to be in agreement.

 

 

 

Attachment A
Page 20 of 20

 

29.Using the “Collateral Interest Cut-off Date Balance ($)” of the Collateral Interests and Underlying Properties, as applicable, as shown on the Final Data File, we recalculated the “Aggregate Collateral Interest Cut-off Date Balance %” of each Collateral Interest and Underlying Property, as applicable. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

 

We performed no procedures to determine the appropriateness, accuracy, completeness or reasonableness of the instructions, assumptions and methodologies provided by the Collateral Manager, on behalf of the Issuer, that are described in the Items above.

 

 

Exhibit 1 to Attachment A
Page 1 of 2

Multiple Property Loan Calculation Methodologies

 

Multiple Property Loan Characteristics Methodology Provided by the Collateral Manager
     
· Genesis Portfolio Mortgage Loan Initial Funded Amount ($), Mortgage Loan Cut-off Date Balance ($), Mortgage Loan Balloon Balance ($), Collateral Interest Cut-off Date Balance ($), Collateral Interest Balloon Balance ($), Senior Participation Cut-off Date Balance and Senior Participation Balloon Payment ($)

Allocate the values relating to the Multiple Property Loan for the indicated characteristic(s) pro-rata to the respective Underlying Properties using the “Mortgage Loan Commitment Original Balance ($)” allocations for the corresponding Underlying Properties, as shown in the applicable Source Document(s)

 

     
· N/A Mortgage Loan Commitment Original Balance ($), Mortgage Loan Initial Funded Amount ($), Mortgage Loan Non-Interest Accruing Amount As of Origination ($), Mortgage Loan Cut-off Date Balance ($), Mortgage Loan Balloon Balance ($), Collateral Interest Cut-off Date Balance ($), Collateral Interest Balloon Balance ($), Collateral Interest Non-Interest Accruing Amount as of Reference Date ($), Mortgage Loan Non-Interest Accruing Amount as of Reference Date ($), Pari Passu Funded Amount, Senior Participation Cut-off Date Balance, Senior Participation Balloon Payment ($),Junior Participation Cut-off Date Balance and Junior Participation Cut-off Date Future Funding Unfunded Balance ($) Allocate the values relating to the Multiple Property Loan for the indicated characteristic(s) pro-rata to the respective Underlying Properties using the total debt original balance allocations for the corresponding Underlying Properties, as shown in the applicable Source Document(s)

 

 

Exhibit 1 to Attachment A
Page 2 of 2

 

 

Multiple Property Loan Characteristics Methodology Provided by the Collateral Manager
     
· N/A Mortgage Loan Commitment Original Balance ($), Mortgage Loan Initial Funded Amount ($), Mortgage Loan Non-Interest Accruing Amount As of Origination ($), Mortgage Loan Cut-off Date Balance ($), Mortgage Loan Balloon Balance ($), Collateral Interest Cut-off Date Balance ($), Collateral Interest Balloon Balance ($), Collateral Interest Non-Interest Accruing Amount as of Reference Date ($), Mortgage Loan Non-Interest Accruing Amount as of Reference Date ($), Pari Passu Funded Amount, Senior Participation Cut-off Date Balance, Senior Participation Balloon Payment ($),Junior Participation Cut-off Date Balance and Junior Participation Cut-off Date Future Funding Unfunded Balance ($) Allocate the values relating to the Multiple Property Loan for the indicated characteristic(s) pro-rata to the respective Underlying Properties using the “As-Is Appraised Value ($)” for the corresponding Underlying Properties, as shown in the applicable Source Document(s)

 

Note:Certain capitalized terms in the “Characteristics” and “Methodology Provided by the Collateral Manager” columns that have not previously been defined are defined in Attachment A or Exhibit 2 to Attachment A.

 

 

Exhibit 2 to Attachment A
Page 1 of 15

Compared Characteristics and Source Documents

 

Mortgaged Property Information:

 

Characteristic Source Document(s)
   
Property Address Appraisal Report
City Appraisal Report
State Appraisal Report
Zip Code Appraisal Report
County Appraisal Report
Year Built Appraisal Report
Year Renovated Appraisal Report or Historical Capex Summary
Property Type Appraisal Report
Specific Property Type Appraisal Report
Number of Units Borrower Rent Roll or Appraisal Report
Unit of Measure Borrower Rent Roll or Appraisal Report
Occupancy (%) Borrower Rent Roll
Occupancy Date Borrower Rent Roll
   

 

Third Party Information:

 

Characteristic Source Document(s)
   
Appraisal Firm Appraisal Report
As-Is Appraised Value ($) Appraisal Report
As-Is Appraisal Valuation Date Appraisal Report
Stabilized Appraised Value ($) Appraisal Report
Appraisal Anticipated Stabilization Date Appraisal Report
USPAP Appraisal (Y/N) Appraisal Report
FIRREA Appraisal (Y/N) Appraisal Report
Engineering Report Date Property Condition Report or Cost to Complete Report
Environmental Report Date (Phase I) Phase I Environmental Report
Environmental Report Date (Phase II) Phase II Environmental Report
Environmental Insurance (Y/N) Certificate of Environmental Insurance
Seismic Report Date Seismic Report
Seismic PML % Seismic Report
Seismic Insurance Obtained if PML >= 20% (Y/N) Certificate of Property Insurance

 

 

 

 

Exhibit 2 to Attachment A
Page 2 of 15

 

Underwriting Information:

 

Characteristic Source Document(s)
   
Underwritten Revenues ($) Underwriting Summary or Cash Flow Summary
Underwritten Expenses ($) Underwriting Summary or Cash Flow Summary
Underwritten NOI ($) Underwriting Summary or Cash Flow Summary
Underwritten Reserves ($) Underwriting Summary or Cash Flow Summary
Underwritten NCF ($) Underwriting Summary or Cash Flow Summary
Underwritten Occupancy (%) Underwriting Summary or Cash Flow Summary
Underwritten Stabilized Revenues ($) Underwriting Summary or Cash Flow Summary
Underwritten Stabilized Expenses ($) Underwriting Summary or Cash Flow Summary
Underwritten Stabilized NOI ($) Underwriting Summary or Cash Flow Summary
Underwritten Stabilized Reserves ($) Underwriting Summary or Cash Flow Summary
Underwritten Stabilized NCF ($) Underwriting Summary or Cash Flow Summary
Underwritten Stabilized Occupancy (%) Underwriting Summary or Cash Flow Summary
Appraisal Stabilized Revenues ($) Underwriting Summary or Cash Flow Summary
Appraisal Stabilized Expenses ($) Underwriting Summary or Cash Flow Summary
Appraisal Stabilized NOI ($) Underwriting Summary or Cash Flow Summary
Appraisal Stabilized Reserves ($) Underwriting Summary or Cash Flow Summary
Appraisal Stabilized NCF ($) Underwriting Summary or Cash Flow Summary
Appraisal Stabilized Occupancy (%) Underwriting Summary or Cash Flow Summary
Third Most Recent As Of Period Underwriting Summary or Cash Flow Summary
Third Most Recent Revenues Underwriting Summary or Cash Flow Summary
Third Most Recent Expenses Underwriting Summary or Cash Flow Summary
Third Most Recent NOI Underwriting Summary or Cash Flow Summary
Third Most Recent NCF Underwriting Summary or Cash Flow Summary
Second Most Recent As Of Period Underwriting Summary or Cash Flow Summary
Second Most Recent Revenues Underwriting Summary or Cash Flow Summary
Second Most Recent Expenses Underwriting Summary or Cash Flow Summary
Second Most Recent NOI Underwriting Summary or Cash Flow Summary
Second Most Recent NCF Underwriting Summary or Cash Flow Summary
Most Recent As Of Period Underwriting Summary or Cash Flow Summary
Most Recent Revenues Underwriting Summary or Cash Flow Summary
Most Recent Expenses Underwriting Summary or Cash Flow Summary
Most Recent NOI Underwriting Summary or Cash Flow Summary
Most Recent NCF Underwriting Summary or Cash Flow Summary

 

 

Exhibit 2 to Attachment A
Page 3 of 15

 

Reserve and Escrow Information:

 

Characteristic Source Document(s)
   
Tax Escrow (Upfront) ($) Funding Advice, Loan Agreement or Loan Modification Agreement
Tax Escrow (Cut-off Date) ($) Holdback Listing, Servicer Report, Funding Advice, Loan Agreement or Loan Modification Agreement
Tax Escrow (Monthly) ($) Servicer Report, Funding Advice, Loan Agreement or Loan Modification Agreement
Springing Tax Escrow Description Loan Agreement or Loan Modification Agreement
Insurance Escrow (Upfront) ($) Funding Advice, Loan Agreement or Loan Modification Agreement
Insurance Escrow (Cut-off Date) ($) Holdback Listing, Servicer Report, Funding Advice, Loan Agreement or Loan Modification Agreement
Insurance Escrow (Monthly) ($) Servicer Report, Funding Advice, Loan Agreement or Loan Modification Agreement
Springing Insurance Escrow Description Loan Agreement or Loan Modification Agreement
Replacement Reserve (Upfront) ($) Funding Advice, Loan Agreement or Loan Modification Agreement
Replacement Reserve (Cut-off Date) ($) Servicer Report, Funding Advice, Loan Agreement or Loan Modification Agreement
Replacement Reserve (Monthly) ($) Servicer Report, Funding Advice, Loan Agreement or Loan Modification Agreement
Springing Replacement Reserve Description Loan Agreement or Loan Modification Agreement
Replacement Reserve Cap ($) Loan Agreement or Loan Modification Agreement
TI/LC Reserve (Upfront) ($) Funding Advice, Loan Agreement or Loan Modification Agreement
TI/LC Reserve (Cut-off Date) ($) Holdback Listing, Servicer Report, Funding Advice, Loan Agreement or Loan Modification Agreement
TI/LC Reserve (Monthly) ($) Servicer Report, Funding Advice, Loan Agreement or Loan Modification Agreement
Springing TI/LC Reserve Description Loan Agreement or Loan Modification Agreement
TI/LC Reserve Cap ($) Loan Agreement or Loan Modification Agreement
Environmental Reserve (Upfront) ($) Funding Advice, Loan Agreement or Loan Modification Agreement
Environmental Reserve (Cut-off Date) ($) Holdback Listing, Servicer Report, Funding Advice, Loan Agreement or Loan Modification Agreement
Upfront Engineering/Deferred Maintenance Escrow (Upfront) ($) Funding Advice, Loan Agreement or Loan Modification Agreement
Upfront Engineering/Deferred Maintenance (Cut-off Date) ($) Holdback Listing, Servicer Report, Funding Advice, Loan Agreement or Loan Modification Agreement
Debt Service Reserve (Upfront) ($) Funding Advice, Loan Agreement or Loan Modification Agreement

 

 

Exhibit 2 to Attachment A
Page 4 of 15

Reserve and Escrow Information: (continued)

 

Characteristic Source Document(s)
   
Debt Service Reserve (Cut-off Date) ($) Holdback Listing, Servicer Report, Funding Advice, Loan Agreement or Loan Modification Agreement
Debt Service Reserve (Monthly) ($) Servicer Report, Funding Advice, Loan Agreement or Loan Modification Agreement
Debt Service Reserve Cap ($) Loan Agreement or Loan Modification Agreement
Springing Debt Service Reserve Description Loan Agreement or Loan Modification Agreement
Other Reserves (Upfront) ($) Funding Advice, Loan Agreement or Loan Modification Agreement
Other Reserves (Cut-Off Date) ($) Holdback Listing, Servicer Report, Funding Advice, Loan Agreement or Loan Modification Agreement
Other Reserves (Monthly) ($) Servicer Report, Funding Advice, Loan Agreement or Loan Modification Agreement
Other Reserves Description Loan Agreement or Loan Modification Agreement
Other Reserve Cap ($) Loan Agreement or Loan Modification Agreement
Other Reserves 2 (Upfront) ($) Funding Advice, Loan Agreement or Loan Modification Agreement
Other Reserves 2 (Cut-Off Date) ($) Holdback Listing, Servicer Report, Funding Advice, Loan Agreement or Loan Modification Agreement
Other Reserves 2 (Monthly) ($) Servicer Report, Funding Advice, Loan Agreement or Loan Modification Agreement
Other Reserves 2 Description Loan Agreement or Loan Modification Agreement
Other Reserves 2 Cap ($) Loan Agreement or Loan Modification Agreement

 

Mortgage Loan Information:

 

Characteristic Source Document(s)
   
Mortgage Loan Initial Funded Amount ($)

For all Mortgage Loans:

·   Loan Agreement, Loan Modification Agreement or Funding Advice

For Underlying Properties associated with Multiple Property Loans:

·   Multiple Property Loan Calculation Methodologies described on Exhibit 1 to Attachment A

Mortgage Loan Non-Interest Accruing Amount As of Origination ($)

For all Mortgage Loans:

·   Loan Agreement, Loan Modification Agreement or Funding Advice

For Underlying Properties associated with Multiple Property Loans:

·   Multiple Property Loan Calculation Methodologies described on Exhibit 1 to Attachment A


 

 

Exhibit 2 to Attachment A
Page 5 of 15

Mortgage Loan Information: (continued)

 

Characteristic Source Document(s)
   
Mortgage Loan Cut-off Date Balance ($)

For all Mortgage Loans:

·   Arbor Loan Balance Schedule

For Underlying Properties associated with Multiple Property Loans:

·   Multiple Property Loan Calculation Methodologies described on Exhibit 1 to Attachment A

   
Mortgage Loan Non-Interest Accruing Amount as of Reference Date ($)

For all Mortgage Loans:

·   Arbor Loan Balance Schedule

For Underlying Properties associated with Multiple Property Loans:

·   Multiple Property Loan Calculation Methodologies described on Exhibit 1 to Attachment A

Collateral Interest Cut-off Date Balance ($)

For all Mortgage Loans:

·   Arbor Loan Balance Schedule

For Underlying Properties associated with Multiple Property Loans:

·   Multiple Property Loan Calculation Methodologies described on Exhibit 1 to Attachment A

Collateral Interest Non-Interest Accruing Amount as of Reference Date ($)

For all Mortgage Loans:

·   Arbor Loan Balance Schedule

For Underlying Properties associated with Multiple Property Loans:

·   Multiple Property Loan Calculation Methodologies described on Exhibit 1 to Attachment A

Senior Participation Cut-off Date Balance

For all Mortgage Loans:

·   Arbor Loan Balance Schedule

For Underlying Properties associated with Multiple Property Loans:

·   Multiple Property Loan Calculation Methodologies described on Exhibit 1 to Attachment A

Pari Passu Funded Amount

For all Mortgage Loans:

·   Arbor Loan Balance Schedule

For Underlying Properties associated with Multiple Property Loans:

·   Multiple Property Loan Calculation Methodologies described on Exhibit 1 to Attachment A

Junior Participation Cut-off Date Balance

For all Mortgage Loans:

·   Arbor Loan Balance Schedule

For Underlying Properties associated with Multiple Property Loans:

·   Multiple Property Loan Calculation Methodologies described on Exhibit 1 to Attachment A


 

 

Exhibit 2 to Attachment A
Page 6 of 15

Mortgage Loan Information: (continued)

 

Characteristic Source Document(s)
   
Junior Participation Non-Interest Accruing Amount as of Reference Date ($)

For all Mortgage Loans:

·   Arbor Loan Balance Schedule

For Underlying Properties associated with Multiple Property Loans:

·   Multiple Property Loan Calculation Methodologies described on Exhibit 1 to Attachment A

Non-Interest Accruing Reserve Description Loan Agreement or Loan Modification Agreement
Note Date Loan Agreement, Promissory Note or Loan Modification Agreement
First Payment Date Loan Agreement, Loan Modification Agreement or Funding Advice
ARD Loan (Y/N) Loan Agreement or Loan Modification Agreement
Initial Maturity Date or Anticipated Repayment Date Loan Agreement or Loan Modification Agreement
Fully Extended Maturity Date Loan Agreement or Loan Modification Agreement
Interest Accrual Basis Loan Agreement or Loan Modification Agreement
Amortization Type During Initial Term Loan Agreement or Loan Modification Agreement
Amort Number of Months Loan Agreement or Loan Modification Agreement
Rate Type Loan Agreement or Loan Modification Agreement
Index Loan Agreement or Loan Modification Agreement
Mortgage Loan Margin Loan Agreement, Loan Modification Agreement, Participation Agreement or Participation Schedule
Junior Participation Cut-off Date Margin Loan Agreement, Loan Modification Agreement, Participation Agreement or Participation Schedule
Collateral Interest Margin Loan Agreement, Loan Modification Agreement, Participation Agreement or Participation Schedule
Senior Participation Margin Loan Agreement, Loan Modification Agreement, Participation Agreement or Participation Schedule
Mortgage Loan Margin Change (Y/N) Loan Agreement or Loan Modification Agreement
Mortgage Loan Margin Change Description Loan Agreement or Loan Modification Agreement
Mortgage Loan Index Floor Loan Agreement or Loan Modification Agreement
Mortgage Loan Index Cap Interest Rate Cap Agreement
Mortgage Loan Index Cap Provider Interest Rate Cap Agreement
Mortgage Loan Index Cap Termination Date Interest Rate Cap Agreement
Index Rounding Factor Loan Agreement or Loan Modification Agreement
Lookback Period Loan Agreement or Loan Modification Agreement
Grace Period Default (Days) Loan Agreement or Loan Modification Agreement
Grace Period Late (Days) Loan Agreement or Loan Modification Agreement
Initial Prepayment Provision Loan Agreement or Loan Modification Agreement

 

 

Exhibit 2 to Attachment A
Page 7 of 15

 

Mortgage Loan Information: (continued)

 

Characteristic Source Document(s)
   
Remaining Call Protection (Cut-off Date) Loan Agreement, Loan Modification Agreement and/or Arbor Interest Paid Schedule
Lockbox Type Loan Agreement, Loan Modification Agreement or Cash Management Agreement
Cash Management Trigger Event Loan Agreement, Loan Modification Agreement or Cash Management Agreement
Cash Management Type Loan Agreement, Loan Modification Agreement or Cash Management Agreement
Partial Release and/or Partial Prepayment (Y/N) Loan Agreement or Loan Modification Agreement
Partial Release and/or Prepayment Description Loan Agreement or Loan Modification Agreement
Ownership Interest Final Title Policy or Pro Forma
Ground Lease (Y/N) Ground Lease or Ground Lease Estoppel
Ground Lease Initial Expiration Date Ground Lease or Ground Lease Estoppel
Annual Ground Lease Payment ($) Ground Lease, Ground Lease Estoppel, Underwriting Summary or Ground Lease Rent Schedule
Ground Lease Extension (Y/N) Ground Lease or Ground Lease Estoppel
# of Ground Lease Extension Options Ground Lease or Ground Lease Estoppel
Ground Lease Expiration Date with Extensions Ground Lease or Ground Lease Estoppel
Tenants-in-common (Y/N) Loan Agreement or Loan Modification Agreement
Number of TICs Loan Agreement or Loan Modification Agreement
Single Purpose Borrower (Y/N) Loan Agreement or Loan Modification Agreement
Independent Director (Y/N) Loan Agreement or Loan Modification Agreement
Borrower Non Consolidation Opinion (Y/N) Non-Consolidation Opinion, Loan Agreement or Loan Modification Agreement
DST (Y/N) Loan Agreement or Loan Modification Agreement
IDOT (Y/N) Loan Agreement or Loan Modification Agreement
Borrower Name Loan Agreement or Loan Modification Agreement
Lender Loan Agreement or Loan Modification Agreement
Exit Fee ($) / Deferred Origination Fee ($) Loan Agreement or Loan Modification Agreement
Exit Fee % / Deferred Origination Fee (%) Loan Agreement or Loan Modification Agreement
ARD Mortgage Rate After ARD and extension periods Loan Agreement or Loan Modification Agreement
Rate Step Up Post ARD Commencement Date Loan Agreement or Loan Modification Agreement
ARD Loan Fully Extended Maturity Date Loan Agreement or Loan Modification Agreement
Interest Rate Change Loan Agreement or Loan Modification Agreement
Recourse Guaranty Agreements
Recourse Provisions Guaranty Agreements, Loan Agreement or Loan Modification Agreement
Recourse Carveout Guarantor Guaranty Agreements, Loan Agreement or Loan Modification Agreement
Property Manager Management Agreement, Loan Agreement or Loan Modification Agreement

 

 

Exhibit 2 to Attachment A
Page 8 of 15

Additional Debt Information:

 

Characteristic Source Document(s)
   
Subordinate Debt (Y/N) Loan Agreement, Loan Modification Agreement or Secondary Financing Documents
Subordinate Debt Type Loan Agreement, Loan Modification Agreement or Secondary Financing Documents
Subordinate Debt Cut-off Date Balance ($) Secondary Financing Documents
Subordinate Debt Amortization Type Secondary Financing Documents
Subordinate Debt Rate Type Secondary Financing Documents
Subordinate Debt Margin Secondary Financing Documents
Subordinate Debt Index Secondary Financing Documents
Subordinate Debt Index Rounding Secondary Financing Documents
Subordinate Debt Accrual Basis Secondary Financing Documents
Subordinate Debt Floor Secondary Financing Documents
Subordinate Debt Cap Secondary Financing Documents

 

Extension Option Information:

 

Characteristic Source Document(s)
   
Extension Options (Y/N) Loan Agreement or Loan Modification Agreement
Extension Options Description Loan Agreement or Loan Modification Agreement
First Extension Period (months) Loan Agreement or Loan Modification Agreement
Second Extension Period (months) Loan Agreement or Loan Modification Agreement
Third Extension Period (months) Loan Agreement or Loan Modification Agreement
First Extension Fee Loan Agreement or Loan Modification Agreement
Second Extension Fee Loan Agreement or Loan Modification Agreement
Third Extension Fee Loan Agreement or Loan Modification Agreement
First Extension Fee % Loan Agreement or Loan Modification Agreement
Second Extension Fee % Loan Agreement or Loan Modification Agreement
Third Extension Fee % Loan Agreement or Loan Modification Agreement
First Extension Floor Loan Agreement or Loan Modification Agreement
Second Extension Floor Loan Agreement or Loan Modification Agreement
Third Extension Floor Loan Agreement or Loan Modification Agreement
First Extension Cap Loan Agreement or Loan Modification Agreement
Second Extension Cap Loan Agreement or Loan Modification Agreement
Third Extension Cap Loan Agreement or Loan Modification Agreement
First Extension Period Requirements Loan Agreement or Loan Modification Agreement
Second Extension Period Requirements Loan Agreement or Loan Modification Agreement
Third Extension Period Requirements Loan Agreement or Loan Modification Agreement
Amortization Type During Extensions Loan Agreement or Loan Modification Agreement

 

 

 

 

Exhibit 2 to Attachment A
Page 9 of 15

 

Notes:

 

1.For the purpose of comparing the Compared Characteristics for any Targeted Collateral Interest(s), we did not perform any procedures to compare any Compared Characteristics other than the Targeted Collateral Interest Compared Characteristics.

 

2.For the purpose of comparing the “Property Address,” “City” and “State” characteristics, the Collateral Manager, on behalf of the Issuer, instructed us to ignore differences that are due to standard postal abbreviations.

 

3.For the purpose of comparing the “Property Type” characteristic, the Collateral Manager, on behalf of the Issuer, instructed us to use the property type that accounts for the majority of the mortgaged property’s base rent, as shown in the applicable Source Document(s).

 

4.For the purpose of comparing the “Occupancy (%)” characteristic, the Collateral Manager, on behalf of the Issuer, instructed us to exclude units labeled as “non-revenue,” “down,” “special use,” “model” or “admin” and units associated with commercial tenants, as applicable, as shown in the applicable Source Document(s).

 

For the purpose of comparing the “Occupancy Date” characteristic, the Collateral Manager, on behalf of the Issuer, instructed us to use the last day of the applicable month if the applicable Source Document(s) only indicated the month and year.

 

For the purpose of comparing the “Occupancy (%)” and “Occupancy Date” characteristics, the Collateral Manager, on behalf of the Issuer, instructed us to use “N/A” for any mortgaged property that does not contain a borrower rent roll Source Document in the related loan file.

 

5.For the purpose of comparing the:
a.As-Is Appraised Value ($),
b.As-Is Appraisal Valuation Date,
c.Stabilized Appraised Value ($) and
d.Appraisal Anticipated Stabilization Date,

characteristics, the Collateral Manager, on behalf of the Issuer, instructed us to use the value and date corresponding to the related value type characteristic, as shown on the Preliminary Data File.

 

6.The Collateral Manager, on behalf of the Issuer, instructed us to only perform procedures on the “Environmental Report Date (Phase II)” characteristic for any mortgaged property that contained a phase II environmental report Source Document in the related loan file.

 

7.For the purpose of comparing the “Environmental Insurance (Y/N)” characteristic, the Collateral Manager, on behalf of the Issuer, instructed us to use “Yes” if there was a certificate of environmental insurance Source Document in the related loan file which indicates that environmental insurance is in place. For any mortgaged property that does not contain a certificate of environmental insurance Source Document in the related loan file, the Collateral Manager, on behalf of the Issuer, instructed us to use “No” for the purpose of comparing the “Environmental Insurance (Y/N)” characteristic.

 

 

Exhibit 2 to Attachment A
Page 10 of 15

 

8.The Collateral Manager, on behalf of the Issuer, instructed us to only perform procedures on the “Seismic Report Date” and “Seismic PML %” characteristics for any mortgaged property that contained a seismic report Source Document in the related loan file.

 

9.For the purpose of comparing the “Seismic Insurance Obtained if PML >= 20% (Y/N)” characteristic, the Collateral Manager, on behalf of the Issuer, instructed us to use “Yes” if the “Seismic PML %” characteristic on the Preliminary Data File is greater than or equal to 20% and the certificate of property insurance Source Document indicates that earthquake insurance is in place. If the “Seismic PML %” characteristic on the Preliminary Data File is less than 20% or is “N/A,” the Collateral Manager, on behalf of the Issuer, instructed us to use “No” for the “Seismic Insurance Obtained if PML >= 20% (Y/N)” characteristic, even if the certificate of property insurance Source Document indicates that earthquake insurance is in place.

 

10.For the purpose of comparing the “Underwriting Information” characteristics that are expressed as dollar values, the Collateral Manager, on behalf of the Issuer, instructed us to ignore differences of +/- $1 or less.

 

For the purpose of comparing the “Underwriting Information” historical cash flow characteristics for any Mortgage Loan with negative historical cash flows in the applicable Source Document(s), the Collateral Manager, on behalf of the Issuer, instructed us use “N/A.”

 

For the purpose of comparing any “Underwriting Information” characteristics, the Collateral Manager, on behalf of the Issuer, instructed us to use “<blank>” for the Underlying Properties securing any Multiple Property Loan.

 

For the purpose of comparing the:

a.Underwritten Occupancy (%),
b.Underwritten Revenues ($),
c.Underwritten Expenses ($),
d.Underwritten NOI ($),
e.Underwritten Reserves ($) and
f.Underwritten NCF ($)

characteristics, the Collateral Manager, on behalf of the Issuer, instructed us to use the value corresponding to the related “Underwritten NCF Description” characteristic, as shown on the Preliminary Data File.

 

11.For the purpose of comparing certain “Reserve and Escrow Information” characteristics, the servicer report Source Document is a Microsoft Excel file labeled “CLO 20 - Servicer Report 7.15.2025.xlsx” which was provided by the Collateral Manager, on behalf of the Issuer, on 16 July 2025.

 

12.For the purpose of comparing the “Reserve and Escrow Information” characteristics related to current reserve balances, as applicable, for any Mortgage Loan with a “Note Date” occurring after 15 July 2025, as shown on the Preliminary Data File, the Collateral Manager, on behalf of the Issuer, instructed us to use the corresponding upfront deposit amount, as shown in the related Source Document(s).

 

 

Exhibit 2 to Attachment A
Page 11 of 15

 

13.For the purpose of comparing certain “Mortgage Loan Information” characteristics, the Arbor loan balance schedule Source Document is a Microsoft Excel file labeled “ARCREN 2025-FL1 – Participation and Interest Accruing Schedule – V2.xlsx” which was provided by the Collateral Manager, on behalf of the Issuer, on 23 July 2025, and which the Collateral Manager, on behalf of the Issuer, indicated contains information relating to the Non-Interest Accruing Amount, if applicable, as of the:
a.Reference Date for any Mortgage Loan that has a “Note Date,” as shown on the Preliminary Data File, occurring on or prior to 15 July 2025 or
b.Corresponding origination date for any Mortgage Loan that has a “Note Date,” as shown on the Preliminary Data Dile, occurring after 15 July 2025.

 

14.For the purpose of comparing the “First Payment Date” characteristic for any Mortgage Loan on the Preliminary Data File for which the applicable Source Document(s) do not define the corresponding first payment due date, the Collateral Manager, on behalf of the Issuer, instructed us to assume that the “First Payment Date” is the payment due date related to the first full interest accrual period, as shown in the applicable Source Document(s).

 

15.For the purpose of comparing the:
a.First Payment Date,
b.Initial Maturity Date or Anticipated Repayment Date,
c.Fully Extended Maturity Date and
d.Initial Prepayment Provision

characteristics, the Collateral Manager, on behalf of the Issuer, instructed us to ignore any adjustments related to business days, as described in the applicable Source Document(s).

 

16.For the purpose of comparing the “Initial Maturity Date or Anticipated Repayment Date” and “Amortization Type During Initial Term“ characteristics, the Collateral Manager, on behalf of the Issuer, instructed us to consider any exercised extension term(s) and/or any other previous modification(s) to the loan term as part of the initial term.

 

17.For certain Mortgage Loans, the applicable Source Document(s) indicate that payment of:
a.An exit fee (the “Exit Fee”),
b.A deferred commitment fee (the “Deferred Commitment Fee”) and/or
c.An additional interest fee (the “Additional Interest Fee”)

may be required in connection with the prepayment and/or repayment of the Mortgage Loan. For the purpose of comparing the “Initial Prepayment Provision” and “Remaining Call Protection (Cut-off Date)” characteristics, the Collateral Manager, on behalf of the Issuer, instructed us not to consider any Exit Fee, Deferred Commitment Fee or Additional Interest Fee as a prepayment penalty.

 

For certain Mortgage Loans, the applicable Source Document(s) indicate that the “Initial Maturity Date or Anticipated Repayment Date” occurs during an interest accrual period. For the purpose of comparing the “Initial Prepayment Provision” and “Remaining Call Protection (Cut-off Date)” characteristics, the Collateral Manager, on behalf of the Issuer, instructed us to use the number of loan payment dates (including the “Initial Maturity Date or Anticipated Repayment Date”), irrespective of the number of full interest accrual periods.

 

 

Exhibit 2 to Attachment A
Page 12 of 15

 

17. (continued)

 

For the purpose of comparing the “Initial Prepayment Provision” and “Remaining Call Protection (Cut-off Date)” characteristics, the Collateral Manager, on behalf of the Issuer, instructed us to ignore any prepayment premiums, Minimum Interest Payments (as defined herein) or other conditions related to:

a.Partial release events,
b.Obtaining permanent financing or a replacement loan,
c.Meeting certain debt service coverage ratio and/or debt yield rebalancing thresholds,
d.The sale of the related property,
e.The use of certain reserve funds for prepayments of the related loan,
f.Mandatory prepayments in connection with trigger events and/or
g.Partial prepayments,

as described in the applicable Source Document(s).

 

For the purpose of comparing the “Remaining Call Protection (Cut-off Date)” characteristic, the Arbor interest paid schedule Source Document is a Microsoft Excel file labeled  “CLO 20 - Interest Paid to Date 7.15.2025.xlsx” which was provided by the Collateral Manager, on behalf of the Issuer, on 21 July 2025.

 

For certain Mortgage Loans, the applicable Source Document(s) indicate that a minimum amount of interest (each, a “Minimum Interest Payment”) may be required in connection with a prepayment of the Mortgage Loan (each, a “Minimum Interest Loan”). For the purpose of comparing the “Remaining Call Protection (Cut-off Date)” characteristic for any Minimum Interest Loan for which the Minimum Interest Payment has not yet been satisfied, as shown in the Arbor interest paid schedule Source Document, the Collateral Manager, on behalf of the Issuer, instructed us to use the (i) difference between the Minimum Interest Payment, as shown in the Source Document(s), and the total amount of interest paid, as shown in the Arbor interest paid schedule Source Document, for the “MI” and (ii) corresponding “Original Loan Term (Remaining),” as shown on the Preliminary Data File, for the “O.”

 

For the purpose of comparing the “Remaining Call Protection (Cut-off Date)” characteristic for any (i) Mortgage Loan that is not a Minimum Interest Loan or (ii) Minimum Interest Loan for which the Minimum Interest Payment has been satisfied, as shown in the Arbor interest paid schedule Source Document, the Collateral Manager, on behalf of the Issuer, instructed us to use the corresponding “Original Loan Term (Remaining),” as shown on the Preliminary Data File, for the “O.”

 

18.For the purpose of comparing the “Lockbox Type” and “Cash Management Type” characteristics, the Collateral Manager, on behalf of the Issuer, instructed us to use the descriptions included in the Draft Preliminary Offering Memorandum.

 

19.For the purpose of comparing the “Recourse” characteristic, the Collateral Manager, on behalf of the Issuer, instructed us to use “Full” if the applicable Source Document(s) indicate the Mortgage Loan is recourse, “Non-Recourse” if the applicable Source Document(s) indicate the Mortgage Loan is nonrecourse and a shortfall guaranty or limited payment guaranty is not in place, and “Partial” if the applicable Source Document(s) indicate the Mortgage Loan is nonrecourse and a shortfall guaranty or limited payment guaranty is in place.

 

 

Exhibit 2 to Attachment A
Page 13 of 15

 

20.For the purpose of comparing the “Property Manager” characteristic, the Collateral Manager, on behalf of the Issuer, instructed us to use “N/A” for any mortgaged property that does not (i) contain a management agreement Source Document in the related loan file or (ii) specify a property manager in the loan agreement or loan modification agreement Source Document(s).

 

21.For the purpose of comparing the “Additional Debt Information” characteristics for any Mortgage Loan which has additional debt, either:
a.The loan agreement or loan modification agreement Source Documents describe the existence of additional debt or
b.The Collateral Manager, on behalf of the Issuer, provided us with certain mezzanine promissory notes, mezzanine loan agreements and/or other secondary financing documents (collectively, the “Secondary Financing Documents”) that describe the existence of additional debt.

 

It is possible that other documents not provided to us would indicate additional existing secondary financing. Other than the information indicated in the loan agreement, loan modification agreement Source Documents and/or the Secondary Financing Documents provided to us by the Collateral Manager, on behalf of the Issuer, we could not determine whether there is additional existing secondary financing.

 

For the purpose of comparing the “Additional Debt Information” characteristics (except for the “Subordinate Debt (Y/N)“ characteristic) for any Mortgage Loan which does not have additional debt (based on the procedures described in the preceding paragraph(s) of this Note), the Collateral Manager, on behalf of the Issuer, instructed us to use “N/A,” and for the purpose of comparing the “Subordinate Debt (Y/N)“ characteristic, the Collateral Manager, on behalf of the Issuer, instructed us to use “No.”

 

22.For the purpose of comparing the:
a.Subordinate Debt Margin,
b.Subordinate Debt Index and
c.Subordinate Debt Index Rounding

characteristics for any Mortgage Loan with the “Subordinate Debt Rate Type” characteristic as “Fixed,” as shown on the Preliminary Data File, the Collateral Manager, on behalf of the Issuer, instructed us to use “N/A.”

 

23.For the purpose of comparing the “Extension Option Information” characteristics, the Collateral Manager, on behalf of the Issuer, instructed us to:
a.Only consider any extension option(s) that have not been exercised as of the Reference Date and
b.Not include information relating to any exercised extension term(s),

as shown on the Preliminary Data File and in the applicable Source Document(s).

 

 

 

Exhibit 2 to Attachment A
Page 14 of 15

 

24.For the purpose of comparing the:
a.Mortgage Loan Margin,
b.Mortgage Loan Margin Change (Y/N),
c.Mortgage Loan Margin Change Description,
d.Collateral Interest Margin and
e.Senior Participation Margin

characteristics for the Mortgage Loans identified on the Preliminary Date File as “Livana Fair Lawn,” “Hillside Tower” and “Livana East Hanover,” the Collateral Manager, on behalf of the Issuer, indicated that certain related conditions in the Source Document(s) were met and that the margin increase trigger has not occurred.

 

For the purpose of comparing the “Junior Participation Cut-off Date Margin“ characteristics for the Mortgage Loan identified on the Preliminary Data File as “The Hillside,” the Collateral Manager, on behalf of the Issuer, instructed us to use “N/A.”

 

 

Exhibit 2 to Attachment A
Page 15 of 15

 

25.For each Mortgage Loan and Underlying Property, as applicable, listed in the table below, the Collateral Manager, on behalf of the Issuer, instructed us to use the value, as shown on the Preliminary Data File, for the applicable characteristic listed in the table below, even if the information on the Preliminary Data File did not agree with the corresponding information that was shown in the applicable Source Document(s) or the applicable Source Document(s) were not provided to us.

 

Mortgage Loan Underlying Property Characteristic
     
Dominion Park N/A Year Renovated
     
Genesis Portfolio N/A Second Most Recent As Of Period
    Most Recent As Of Period
  Mortgage Loan and All Underlying Properties FIRREA Appraisal (Y/N)
  Year Renovated
     
Lancaster College Site N/A Lockbox Type
     
Meridia Transit Village N/A Occupancy Date
     
The Grove N/A Specific Property Type
     
The Woodlands Apartments (TX) N/A Year Renovated

 

We performed no procedures to determine the appropriateness, accuracy, completeness or reasonableness of the (a) information described in the table above, as shown on the Preliminary Data File, or (b) instruction(s) provided by the Collateral Manager, on behalf of the Issuer, described in this Note.

 

We performed no procedures to determine the appropriateness, accuracy, completeness or reasonableness of the instructions, assumptions and methodologies provided by the Collateral Manager, on behalf of the Issuer, that are described in the Notes above.

 

 

Exhibit 3 to Attachment A
Page 1 of 2

Provided Characteristics

 

Characteristic
 
Collateral Interest Number
Collateral Interest Status
Collateral Interest / Property Flag
Collateral Interest/Mortgaged Property Name
# of Properties
Collateral Interest Type
Future Debt Permitted (Y/N)
Permitted Future Debt Type
Loan Purpose
Cross Collateralized and Cross Defaulted Loan Flag
Loan Cross Portfolio Name
Pari Passu Balance in Other Securitization
Single-Tenant (Y/N)
Largest Tenant Name
Largest Tenant Square Feet
Largest Tenant Square Feet %
Largest Tenant Expiration Date
2nd Largest Tenant Name
2nd Largest Tenant Square Feet
2nd Largest Tenant Square Feet %
2nd Largest Tenant Expiration Date
3rd Largest Tenant Name
3rd Largest Tenant Square Feet
3rd Largest Tenant Square Feet %
3rd Largest Tenant Expiration Date
4th Largest Tenant Name
4th Largest Tenant Square Feet
4th Largest Tenant Square Feet %
4th Largest Tenant Expiration Date
5th Largest Tenant Name
5th Largest Tenant Square Feet
5th Largest Tenant Square Feet %
5th Largest Tenant Expiration Date
As-Is Appraised Value Type
Stabilized Appraised Value Type
Sponsor
Assumed Loan (Y/N)
Stabilized Value Used For As-Is LTV (Y/N)
Takeout Rate Assumption
Mortgage Loan Initial Unfunded Future Funding Amount ($)
Mortgage Loan Future Funding Participation Cut-off Date Unfunded Balance ($)
Future Funding Advance Conditions
 

 

 

Exhibit 3 to Attachment A
Page 2 of 2

 

Characteristic
 
Collateral Interest Future Funding Participation Cut-off Date Unfunded Balance ($)
Junior Participation Cut-off Date Future Funding Unfunded Balance ($)
Lien Position
Underwritten NCF Description

 

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