Exhibit 1
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KPMG LLP Suite 900 8350 Broad Street McLean, VA 22102 |
Independent Accountants’ Agreed-Upon Procedures Report
Goldman Sachs Mortgage Company
(the “Loan Seller”)
GS Mortgage Securities Corporation II (the “Depositor” and together with the Loan Seller, the “Company”)
Goldman Sachs Bank USA
Goldman Sachs & Co. LLC
SG Americas Securities, LLC
Societe Generale Financial Corporation
(collectively, the “Specified Parties”):
Re: BFLD Trust 2025-FPM – Data File Procedures
We have performed the procedures described below on the specified attributes in an electronic data file entitled “BFLD 2025-FPM Accounting File.xlsx” provided by the Loan Seller on August 13, 2025 (the “Data File”), containing information on one mortgage loan (the “Mortgage Loan”) and one related property (the “Property”) as of September 8, 2025 (the “Cut-off Date”), which we were informed is intended to be included as collateral in the offering by BFLD Trust 2025-FPM, Commercial Mortgage Pass-Through Certificates, Series 2025-FPM (the “Certificates”). The Loan Seller is responsible for the specified attributes identified by the Loan Seller in the Data File.
The Specified Parties have agreed to and acknowledged that the procedures performed are appropriate to meet their intended purpose of assisting specified parties in evaluating the accuracy of the specified attributes in the Data File. This report may not be suitable for any other purpose. No other parties have agreed to or acknowledged the appropriateness of these procedures for the intended purpose or any other purpose.
The procedures performed may not address all the items of interest to a specified party of this report and may not meet the needs of all specified parties of this report and, as such, specified parties are responsible for determining whether the procedures performed are appropriate for their purposes. We make no representation regarding the appropriateness of the procedures either for the intended purpose or for any other purpose.
Unless otherwise stated, the following definitions have been adopted in presenting our procedures and findings:
· | The term “compared” means compared to the information shown and found it to be in agreement, unless otherwise stated. Such compared information was deemed to be in agreement if differences were within the reporting threshold. |
· | The term “recomputed” means recalculated and compared the result to the information shown and found it to be in agreement, unless otherwise stated. Such recomputed information was deemed to be in agreement if differences were within the reporting threshold. |
· | The term “reporting threshold” means that dollar amounts and percentages were within $1.00 and 0.1%, respectively. |
· | The term “Provided by the Loan Seller”, when used in the “Source Document(s)” column of Attachment A, means we were instructed by the Loan Seller to assume the attribute is accurate and not perform any procedure. |
KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. |
· | The term “Loan Files” means the electronic copies of source documents provided by the Loan Seller and listed in Attachment A. Where the term “Draft” is used, it means source documents provided by the Loan Seller and listed in Attachment A are in draft form and are not executed with signatures as of the date of this report. We make no representation regarding the validity or accuracy of any of the documents. |
· | The term “Compared Attributes” means the list of fields in the Data File which were selected by the Loan Seller for us to perform comparison procedures for and are listed in Attachment A. |
· | The term “Recomputed Attributes” means the list of fields in the Data File which were selected by the Loan Seller for us to perform recomputation procedures for and are listed in Attachment B. |
· | The term “Calculation Methodology” means the formula listed in the Calculation Methodology column of Attachment B containing the calculation methodology for the Recomputed Attributes provided by the Loan Seller. |
· | The term “Mortgage Loan Rate (%)” means the rate of 5.58000% which we were instructed to use by the Loan Seller where applicable in the Calculation Methodology. |
· | The term “Provided Information” means the Loan Files, Calculation Methodology, Mortgage Loan Rate (%) and Cut-off Date. |
Prior to being provided the Data File, we received one or more earlier versions of the data file on which to perform our procedures. In performing those procedures, we identified differences which were communicated to the Company. The Data File represents the revised information reflecting resolution of differences communicated as determined appropriate by the Loan Seller. We performed the procedures on the Data File, and the results of those procedures are reflected herein.
The procedures we were instructed by the Loan Seller to perform, and the associated findings are as follows:
A. | We compared the Compared Attributes (except for those with “Provided by the Loan Seller” in the “Source Document(s)” column of Attachment A) for the Mortgage Loan and Property included in the Data File, to the corresponding information included in the Loan Files. The Specified Parties indicated that the absence of any of the information in the Loan Files or the inability to agree the indicated information from the Data File to the Loan Files for each of the attributes identified, constituted an exception (except for those with “Provided by the Loan Seller” in the “Source Document(s)” column of Attachment A). The document priority is the order provided by the Loan Seller, which is listed in the “Source Document(s)” column of Attachment A, with the highest priority document listed first. |
B. | For the Mortgage Loan and Property included in the Data File, we recomputed the Recomputed Attributes in the Data File using (i) the corresponding information contained in the Data File, and (ii) the Calculation Methodology. |
We found such information to be in agreement without exception.
We were engaged by the Company to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants, which involves us performing the specific procedures agreed to and acknowledged above and reporting on findings based on performing those procedures. We were not engaged to, and did not, conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on the specified attributes in the Data File. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported.
We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.
The procedures performed were applied based on the information included in the Data File and Provided Information, without verification or evaluation of such information by us; therefore, we express no opinion or any other form of assurance regarding (i) the reasonableness of the information provided to us by the Loan Seller, (ii) the physical existence of the Mortgage Loan and related Property, (iii) the reliability or accuracy of the Provided Information which was used in our procedures, or (iv) matters of legal interpretation.
The procedures performed were not intended to address, nor did they address: (i) the conformity of the origination of the Mortgage Loan to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) the value of collateral securing the Mortgage Loan being securitized, (iii) the compliance of the originator of the Mortgage Loan with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the Mortgage Loan and related Property that would be material to the likelihood that the issuer of the Certificates will pay interest and principal in accordance with applicable terms and conditions. The procedures performed were not intended to satisfy any criteria for due diligence published by the nationally recognized statistical rating organizations (“NRSROs”).
The terms of our engagement are such that we have no responsibility to update this report because of events and circumstances that may subsequently occur.
This report is intended solely for the information and use of the Specified Parties. It is not intended to be and should not be used by any other person or entity, including investors or the NRSROs, who are not identified in the report as the Specified Parties but may have access to this report as required by law or regulation.
/s/ KPMG LLP
McLean, Virginia
August 13, 2025
3 |
ATTACHMENT A
COMPARED ATTRIBUTES
Attribute | Source Document(s) |
Control Number | Provided by the Loan Seller |
Loan / Property Flag | Provided by the Loan Seller |
Number of Properties | Provided by the Loan Seller |
Originator | Draft Loan Agreement |
Originator Entity Type | Draft Loan Agreement |
Mortgage Loan Seller | Provided by the Loan Seller |
Property Name | Provided by the Loan Seller |
Address | Appraisal Report, Engineering Report |
City | Appraisal Report, Engineering Report |
State | Appraisal Report, Engineering Report |
County | Appraisal Report, Engineering Report |
Zip Code | Appraisal Report, Engineering Report |
General Property Type | Appraisal Report, Engineering Report |
Detailed Property Type | Appraisal Report, Engineering Report |
Flood Zone | Engineering Report, Insurance Report |
Year Built | Appraisal Report, Engineering Report |
Year Renovated | Appraisal Report, Engineering Report |
SF | Underwriting File |
Mortgage Loan Original Balance ($) | Draft Loan Agreement |
Mortgage Loan Cut-off Date Balance ($) | Draft Loan Agreement |
Pari Passu Split (Y/N) | Provided by the Loan Seller |
Administrative Fee Rate (%) | Provided by the Loan Seller |
Interest Accrual Method | Draft Loan Agreement |
Interest Accrual Period | Draft Loan Agreement |
Origination Date | Provided by the Loan Seller |
A-1 |
ATTACHMENT A
Attribute
|
Source Document(s)
|
First Due Date | Draft Loan Agreement |
Last IO Due Date | Draft Loan Agreement |
First P&I Due Date | Draft Loan Agreement |
Due Date | Draft Loan Agreement |
Grace Period- Late Fee | Draft Loan Agreement |
Grace Period- Default | Draft Loan Agreement |
Amortization Type | Draft Loan Agreement |
Maturity Date | Draft Loan Agreement |
Mortgage Loan Balloon Balance ($) | Draft Loan Agreement |
Lockbox | Draft Loan Agreement |
Cash Management | Draft Loan Agreement |
Cash Management Triggers | Draft Loan Agreement |
Performance Test Trigger Level | Draft Loan Agreement |
Lockout Period | Draft Loan Agreement |
Lockout Expiration Date | Draft Loan Agreement |
Prepayment Begin Date | Draft Loan Agreement |
Prepayment End Date | Draft Loan Agreement |
Open Period Begin Date | Draft Loan Agreement |
Open Period (Payments) | Draft Loan Agreement |
Prepayment Type | Draft Loan Agreement |
Prepayment Provision | Draft Loan Agreement |
Partially Prepayable without Penalty | Draft Loan Agreement |
Partially Prepayable without Penalty Description | Draft Loan Agreement |
Partial Collateral Release Description | Draft Loan Agreement |
Yield Maintenance Index | Draft Loan Agreement |
Yield Maintenance Discount | Draft Loan Agreement |
Yield Maintenance Margin | Draft Loan Agreement |
A-2 |
ATTACHMENT A
Attribute
|
Source Document(s)
|
Yield Maintenance Calculation Method | Draft Loan Agreement |
Day of Month Prepayment Permitted | Draft Loan Agreement |
Due on Sale | Draft Loan Agreement |
Due on Encumbrance | Draft Loan Agreement |
Other Subordinate Debt Balance ($) | Draft Loan Agreement, Subordinate Debt Agreement |
Other Subordinate Debt Type | Draft Loan Agreement, Subordinate Debt Agreement |
Future Debt Allowed? | Draft Loan Agreement |
Mortgage Assumable? | Draft Loan Agreement |
Assumption Fee | Draft Loan Agreement |
Appraiser Designation | Appraisal Report |
Appraisal FIRREA (Y/N) | Appraisal Report |
As-Is Appraisal Date | Appraisal Report |
As-Is Appraised Value ($) | Appraisal Report |
As-Stabilized Appraisal Date | Appraisal Report |
As-Stabilized Appraised Value ($) | Appraisal Report |
Single Tenant (Y/N) | Underwriting File |
Engineering Report Date | Engineering Report |
Environmental Phase I Report Date | Phase I Environmental Report |
Environmental Phase II | Phase II Environmental Report |
Environmental Phase II Report Date | Phase II Environmental Report |
PML or SEL (%) | Seismic Report, Engineering Report |
Seismic Report Date | Seismic Report, Engineering Report |
Earthquake Insurance Required (Y/N) | Engineering Report, Draft Loan Agreement |
Terrorism Insurance Required (Y/N) | Draft Loan Agreement |
Environmental Insurance Required (Y/N) | Draft Loan Agreement |
Blanket Insurance Policy (Y/N) | Provided by the Loan Seller |
Lien Position | Draft Title Policy |
A-3 |
ATTACHMENT A
Attribute
|
Source Document(s)
|
Ownership Interest | Draft Title Policy |
Condominium Present? | Draft Loan Agreement, Draft Title, Appraisal |
Ground Lease (Y/N) | Ground Lease |
Annual Ground Lease Payment ($) | Ground Lease |
Ground Lease Expiration Date | Ground Lease |
Ground Lease Extension (Y/N) | Ground Lease |
# of Ground Lease Extension Options | Ground Lease |
Ground Lease Expiration Date after all Extensions | Ground Lease |
Most Recent Date (if past 2024) | Underwriting File |
2022 EGI Date | Underwriting File |
2022 EGI ($) | Underwriting File |
2022 Expenses ($) | Underwriting File |
2022 NOI ($) | Underwriting File |
2022 Replacement Reserve ($) | Underwriting File |
2022 TILC Reserve ($) | Underwriting File |
2022 NCF ($) | Underwriting File |
2023 EGI Date | Underwriting File |
2023 EGI ($) | Underwriting File |
2023 Expenses ($) | Underwriting File |
2023 NOI ($) | Underwriting File |
2023 Replacement Reserve ($) | Underwriting File |
2023 TILC Reserve ($) | Underwriting File |
2023 NCF ($) | Underwriting File |
2024 EGI Date | Underwriting File |
2024 EGI ($) | Underwriting File |
2024 Expenses ($) | Underwriting File |
2024 NOI ($) | Underwriting File |
A-4 |
ATTACHMENT A
Attribute
|
Source Document(s)
|
2024 Replacement Reserve ($) | Underwriting File |
2024 TILC Reserve ($) | Underwriting File |
2024 NCF ($) | Underwriting File |
2022 EGI Date | Underwriting File |
2022 EGI ($) | Underwriting File |
2022 Expenses ($) | Underwriting File |
2022 NOI ($) | Underwriting File |
2022 Replacement Reserve ($) | Underwriting File |
2022 TILC Reserve ($) | Underwriting File |
2022 NCF ($) | Underwriting File |
2023 EGI Date | Underwriting File |
2023 EGI ($) | Underwriting File |
2023 Expenses ($) | Underwriting File |
2023 NOI ($) | Underwriting File |
2023 Replacement Reserve ($) | Underwriting File |
2023 TILC Reserve ($) | Underwriting File |
2023 NCF ($) | Underwriting File |
2024 EGI Date | Underwriting File |
2024 EGI ($) | Underwriting File |
2024 Expenses ($) | Underwriting File |
2024 NOI ($) | Underwriting File |
2024 Replacement Reserve ($) | Underwriting File |
2024 TILC Reserve ($) | Underwriting File |
2024 NCF ($) | Underwriting File |
Most Recent # of months | Underwriting File |
Most Recent Description | Underwriting File |
Most Recent EGI (if past 2024) ($) | Underwriting File |
A-5 |
ATTACHMENT A
Attribute
|
Source Document(s)
|
Most Recent Expenses (if past 2024) ($) | Underwriting File |
Most Recent NOI (if past 2024) ($) | Underwriting File |
Most Recent Replacement Reserve (if past 2024) ($) | Underwriting File |
Most Recent TILC Reserve (if past 2024) ($) | Underwriting File |
Most Recent NCF (if past 2024) ($) | Underwriting File |
Underwritten EGI ($) | Underwriting File |
Underwritten Expenses ($) | Underwriting File |
Underwritten Net Operating Income ($) | Underwriting File |
Underwritten Replacement Reserve ($) | Underwriting File |
Underwritten TI / LC ($) | Underwriting File |
Underwritten Other Reserve ($) | Underwriting File |
Underwritten Net Cash Flow ($) | Underwriting File |
Largest Tenant | Underwriting File, Borrower Rent Roll, Lease |
Largest Tenant Sq Ft | Underwriting File, Borrower Rent Roll, Lease |
Largest Tenant Lease Expiration | Underwriting File, Borrower Rent Roll, Lease |
Second Largest Tenant | Underwriting File, Borrower Rent Roll, Lease |
Second Largest Tenant Sq Ft | Underwriting File, Borrower Rent Roll, Lease |
Second Largest Tenant Lease Expiration | Underwriting File, Borrower Rent Roll, Lease |
Third Largest Tenant | Underwriting File, Borrower Rent Roll, Lease |
Third Largest Tenant Sq Ft | Underwriting File, Borrower Rent Roll, Lease |
Third Largest Tenant Lease Expiration | Underwriting File, Borrower Rent Roll, Lease |
Fourth Largest Tenant | Underwriting File, Borrower Rent Roll, Lease |
Fourth Largest Tenant Sq Ft | Underwriting File, Borrower Rent Roll, Lease |
Fourth Largest Tenant Lease Expiration | Underwriting File, Borrower Rent Roll, Lease |
Fifth Largest Tenant | Underwriting File, Borrower Rent Roll, Lease |
Fifth Largest Tenant Sq Ft | Underwriting File, Borrower Rent Roll, Lease |
Fifth Largest Tenant Lease Expiration | Underwriting File, Borrower Rent Roll, Lease |
A-6 |
ATTACHMENT A
Attribute
|
Source Document(s)
|
Occupancy (%) | Underwriting File |
Occupancy Date | Underwriting File |
Upfront RE Tax Reserve ($) | Draft Loan Agreement |
Ongoing RE Tax Reserve ($) | Draft Loan Agreement |
Upfront Insurance Reserve ($) | Draft Loan Agreement |
Ongoing Insurance Reserve ($) | Draft Loan Agreement |
Upfront Replacement Reserve ($) | Draft Loan Agreement |
Ongoing Replacement Reserve ($) | Draft Loan Agreement |
Replacement Reserve Caps ($) | Draft Loan Agreement |
Upfront TI/LC Reserve ($) | Draft Loan Agreement |
Ongoing TI/LC Reserve ($) | Draft Loan Agreement |
TI/LC Caps ($) | Draft Loan Agreement |
Upfront Debt Service Reserve ($) | Draft Loan Agreement |
Ongoing Debt Service Reserve ($) | Draft Loan Agreement |
Upfront Deferred Maintenance Reserve ($) | Draft Loan Agreement |
Ongoing Deferred Maintenance Reserve ($) | Draft Loan Agreement |
Upfront Environmental Reserve ($) | Draft Loan Agreement |
Ongoing Environmental Reserve ($) | Draft Loan Agreement |
Upfront Other Reserve ($) | Draft Loan Agreement |
Ongoing Other Reserve ($) | Draft Loan Agreement |
Other Reserve Description | Draft Loan Agreement |
Letter of Credit? | Draft Loan Agreement |
Letter of Credit Balance ($) | Draft Loan Agreement |
Letter of Credit Description | Draft Loan Agreement |
Release Provisions (Y/N) | Draft Loan Agreement |
Loan Purpose | Provided by the Loan Seller |
Borrower Name | Draft Loan Agreement |
A-7 |
ATTACHMENT A
Attribute
|
Source Document(s)
|
Tenant In Common (Y/N) | Draft Loan Agreement |
Sponsor | Draft Loan Agreement, Draft Guaranty |
Carve-out Guarantor | Draft Guaranty, Draft Loan Agreement |
Recourse | Draft Guaranty, Draft Loan Agreement |
Single Purpose Borrower (Y/N) | Draft Loan Agreement |
Property Manager | Draft Property Management Agreement, Draft Loan Agreement |
Exit Fee | Draft Loan Agreement |
A-8 |
ATTACHMENT B
RECOMPUTED ATTRIBUTES
Attribute | Calculation Methodology |
Loan Per SF ($) | Mortgage Loan Cut-off Date Balance ($) divided by SF |
% of Initial Pool Balance | Mortgage Loan Cut-off Date Balance ($) divided by aggregate sum of each Mortgage Loan Cut-off Date Balance ($) |
Net Mortgage Rate | Mortgage Loan Rate (%) minus Administrative Fee Rate (%) |
Mortgage Loan Monthly Payment ($) | Product of (i) Mortgage Loan Rate (%), (ii) Mortgage Loan Cut-off Date Balance ($), and (iii) 365/360, divided by 12, and rounded to the nearest penny |
Mortgage Loan Annual Debt Service ($) | Mortgage Loan Monthly Payment ($) multiplied by 12 |
Original Interest-Only Period (Mos.) | Number of payments between and including the First Due Date and Last IO Due Date |
Remaining Interest-Only Period (Mos.) | Original Interest-Only Period (Mos.) minus Seasoning |
Original Term To Maturity (Mos.) | Number of payments between and including the First Due Date and Maturity Date |
Remaining Term To Maturity (Mos.) | Original Term To Maturity (Mos.) minus Seasoning |
Original Amortization Term (Mos.) | For loans where Amortization Type equals ‘Interest Only’, set to 0; Otherwise, Number of payments between and including the First P&I Due Date and Maturity Date |
Remaining Amortization Term (Mos.) | If Original Amortization Term (Mos.) is greater than zero, Original Amortization Term (Mos.) plus Original Interest-Only Period (Mos.) minus Seasoning, subject to a minimum of 0. Otherwise, zero. |
Seasoning | Number of payments between and including the First Due Date and Cut-off Date, subject to a minimum of 0. |
Mortgage Loan Cut-off Date LTV Ratio (%) | Mortgage Loan Cut-off Date Balance ($) divided by As-Is Appraised Value ($) |
Mortgage Loan LTV Ratio at Maturity (%) | Mortgage Loan Balloon Balance ($) divided by As-Stabilized Appraised Value ($) |
Underwritten NOI DSCR (x) | Underwritten Net Operating Income ($) divided by Mortgage Loan Annual Debt Service ($) |
B-1 |
ATTACHMENT B
Attribute
|
Calculation Methodology
|
Underwritten NOI Debt Yield | Underwritten Net Operating Income ($) divided by Mortgage Loan Cut-off Date Balance ($) |
Underwritten NCF DSCR (x) | Underwritten Net Cash Flow ($) divided by Mortgage Loan Annual Debt Service ($) |
Underwritten NCF Debt Yield | Underwritten Net Cash Flow ($) divided by Mortgage Loan Cut-off Date Balance ($) |
B-2 |