Ernst & Young LLP
One Manhattan West
New York, NY 10001
Tel: +1 212 773 3000
ey.com
Exhibit 1
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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
Morgan Stanley Capital I Inc. (the “Depositor”)
Morgan Stanley Mortgage Capital Holdings LLC
Morgan Stanley & Co. LLC
Morgan Stanley Bank, N.A.
(collectively, the “Specified Parties”)
| Re: | HAVN Trust 2025-MOB (the “Issuing Entity”) |
Commercial Mortgage Pass-Through Certificates, Series 2025-MOB (the “Certificates”)
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 with respect to the Mortgage Loan (as defined herein) contained on the Data Files (as defined herein) (the “Subject Matter”) relating to the Issuing Entity’s securitization transaction as of 10 September 2025. 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 Depositor provided us with:
| a. | Certain electronic data files (the “Data Files”) that are described in Attachment A, |
| b. | Copies of various source documents (the “Source Documents”), which are listed on Exhibit 1 to Attachment A, |
| c. | A list of characteristics on the Data Files (the “Compared Characteristics”), which are listed on Exhibit 2 to Attachment A, that the Depositor instructed us to compare to information contained in the Source Documents, |
| d. | A list of characteristics on the Data Files (the “Recalculated Characteristics”), which are described in Attachment A, that the Depositor instructed us to recalculate using information on the Data Files, |
| e. | A list of characteristics on the Data Files (the “Provided Characteristics”), which are listed on Exhibit 3 to Attachment A, on which the Depositor instructed us to perform no procedures, |
| f. | A draft of the preliminary confidential offering circular for the Issuing Entity’s securitization transaction (the “Draft Preliminary Offering Circular”) and |
| g. | Instructions, assumptions and methodologies, which are described in Attachment A. |
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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 Depositor is responsible for the Subject Matter, Data Files, Source Documents, Compared Characteristics, Recalculated Characteristics, Provided Characteristics, Draft Preliminary Offering Circular and the determination of the instructions, assumptions and methodologies that are described herein. We were not requested to perform, and we have not performed, any procedures other than those listed in Attachment A with respect to the Data Files. We have not verified, and we make no representation as to, the appropriateness, accuracy, completeness or reasonableness of the Source Documents, Provided Characteristics, Draft Preliminary Offering Circular or any other information provided to us by the Depositor upon which we relied in forming our findings. Accordingly, we make no representation and express no opinion or conclusion as to: (a) the existence of the Mortgage Loan, (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 Depositor 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 Mortgage Loan conformed to, or deviated from, stated underwriting or credit extension guidelines, standards, criteria, or other requirements, |
| ii. | The value of the collateral securing the Mortgage Loan, |
| iii. | Whether the originator(s) of the Mortgage Loan complied with federal, state or local laws or regulations or |
| iv. | Any other factor or characteristic of the Mortgage Loan that would be material to the likelihood that the issuer of the Certificates will pay interest and principal in accordance with applicable terms and conditions. |
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Page 3 of 3 |
We are required to be independent of the Depositor 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
10 September 2025
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Attachment A Page 1 of 7 |
Background
For the purpose of the procedures described in this report, the Depositor indicated that:
| a. | The assets of the Issuing Entity will consist primarily of a floating rate commercial mortgage loan (the “Mortgage Loan”), |
| b. | The Mortgage Loan will be secured primarily by 22 commercial properties (each, a “Property” and collectively, the “Properties”) and |
| c. | The Mortgage Loan has a related floating rate mezzanine loan (the “Mezzanine Loan”), which will not be an asset of the Issuing Entity. |
For the purpose of the procedures described in this report, the Mortgage Loan, together with the Mezzanine Loan, is hereinafter referred to as the “Total Debt associated with the Mortgage Loan” (or with respect to each Property, is hereinafter referred to as the “Total Debt associated with each Property”).
Procedures performed and our associated findings
| 1. | The Depositor provided us with: |
| a. | An electronic data file (the “Preliminary Data File”) that the Depositor indicated contains information relating to the Mortgage Loan and Properties that is expected to be as of 19 September 2025 (the “Reference Date”) and |
| b. | Record layout and decode information relating to the information on the Preliminary Data File. |
Using the information in the Source Documents, we compared the Compared Characteristics listed on Exhibit 2 to Attachment A, as shown on the Preliminary Data File, to the corresponding information in the Source Documents indicated on Exhibit 2 to Attachment A, subject to the instructions, assumptions and methodologies stated in the notes on Exhibit 2 to Attachment A. If more than one Source Document is listed for a Compared Characteristic, the Depositor 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.
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.
| 2. | As instructed by the Depositor, we adjusted the information on the Preliminary Data File to correct all the differences we noted in performing the procedures described in the Item above and provided a list of such differences to the Depositor. The Preliminary Data File, as so adjusted, is hereinafter referred to as the “Updated Data File.” |
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Attachment A Page 2 of 7 |
| 3. | Subsequent to the performance of the procedures described in the Items above, we received from the Depositor: |
| a. | An electronic data file (the “Final Data File,” which together with the Preliminary Data File comprise the Data Files) that the Depositor indicated contains information relating to the Mortgage Loan and Properties as of the Reference Date and |
| b. | Record layout and decode information relating to the information on the Final Data File. |
Using information on the:
| a. | Final Data File and |
| b. | Updated Data File, |
we compared each Compared Characteristic listed on Exhibit 2 to Attachment A, 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” of the Mortgage Loan and Mezzanine Loan as of the Reference Date. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement. |
| 5. | Using the: |
a. First Payment Date and
b. Maturity Date,
as shown on the Final Data File, we recalculated the “Original Loan Term (mos)” of the Mortgage Loan and Mezzanine Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.
| 6. | Using the: |
a. Original Loan Term (mos) and
b. Seasoning,
as shown on the Final Data File, we recalculated the “Remaining Loan Term (mos)” of the Mortgage Loan and Mezzanine Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.
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Attachment A Page 3 of 7 |
| 7. | The applicable Source Document(s) indicate that the Mortgage Loan and Mezzanine Loan are interest-only for their entire terms, including during any extension periods. Based on this information, the Depositor instructed us to: |
| a. | Use the “Original Loan Term (mos),” as shown on the Final Data File, for the original interest-only period of the Mortgage Loan and Mezzanine Loan (the “IO Term (mos)”), |
| b. | Use “0” for the original amortization term of the Mortgage Loan and Mezzanine Loan (the “Original Amortization Term”), |
| c. | Use the “Mortgage Loan Original Balance,” as shown on the Final Data File, for the: |
| i. | Principal balance of the Mortgage Loan and each Property as of the Reference Date (the “Mortgage Loan Cut-off Date Balance”) and |
| ii. | Principal balance of the Mortgage Loan and each Property as of the “Maturity Date” of the Mortgage Loan (the “Mortgage Loan Balloon Balance”) and |
| d. | Use the “Mezzanine Loan Original Balance,” as shown on the Final Data File, for the: |
| i. | Principal balance of the Mezzanine Loan and each Property as of the Reference Date (the “Mezzanine Loan Cut-off Date Balance”) and |
| ii. | Principal balance of the Mezzanine Loan and each Property as of the “Maturity Date” of the Mezzanine Loan (the “Mezzanine Loan Balloon Balance”). |
We compared this information to the corresponding information on the Final Data File and found such information to be in agreement.
| 8. | Using the: |
| a. | Mortgage Loan Original Balance, |
| b. | Mezzanine Loan Original Balance, |
| c. | Mortgage Loan Cut-off Date Balance, |
| d. | Mezzanine Loan Cut-off Date Balance, |
| e. | Mortgage Loan Balloon Balance and |
| f. | Mezzanine Loan Balloon Balance, |
as shown on the Final Data File, we recalculated the:
| i. | Total Debt Original Balance, |
| ii. | Total Debt Cut-off Date Balance and |
| iii. | Total Debt Balloon Balance |
of the Total Debt associated with the Mortgage Loan and Total Debt associated with each Property. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.
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Attachment A Page 4 of 7 |
| 9. | Using the: |
| a. | Mortgage Loan Original Balance, |
| b. | Mezzanine Loan Original Balance, |
| c. | Mortgage Loan Spread and |
| d. | Mezzanine Loan Spread, |
as shown on the Final Data File, we recalculated the “Total Debt Spread” of the Total Debt associated with the Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.
| 10. | Using the: |
| a. | Mortgage Loan Spread, |
| b. | Mezzanine Loan Spread, |
| c. | Mortgage Loan SOFR Floor, |
| d. | Mezzanine Loan SOFR Floor, |
| e. | Mortgage Loan SOFR Rounding Methodology and |
| f. | Mezzanine Loan SOFR Rounding Methodology, |
as shown on the Final Data File, and a SOFR assumption of 4.30000% provided by the Depositor, we recalculated the:
| i. | Mortgage Loan Interest Rate and |
| ii. | Mezzanine Loan Interest Rate |
of the Mortgage Loan and Mezzanine Loan, as applicable. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.
| 11. | Using the: |
| a. | Mortgage Loan Original Balance, |
| b. | Mezzanine Loan Original Balance, |
| c. | Mortgage Loan Interest Rate and |
| d. | Mezzanine Loan Interest Rate, |
as shown on the Final Data File, we recalculated the “Total Debt Interest Rate” of the Total Debt associated with the Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.
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Attachment A Page 5 of 7 |
| 12. | Using the: |
| a. | Mortgage Loan Original Balance, |
| b. | Mortgage Loan Interest Rate and |
| c. | Interest Accrual Method, |
as shown on the Final Data File, and the calculation methodologies provided by the Depositor described in the succeeding paragraph(s) of this Item, we recalculated the:
| i. | Mortgage Loan Monthly IO Payment and, |
| ii. | Mortgage Loan Annual IO Debt Service |
of the Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.
For the purpose of this procedure, the Depositor instructed us to recalculate the “Mortgage Loan Monthly IO Payment” of the Mortgage Loan as 1/12th of the product, rounded to two decimal places, of:
| a. | The “Mortgage Loan Original Balance,” as shown on the Final Data File, |
| b. | The “Mortgage Loan Interest Rate,” as shown on the Final Data File, and |
| c. | 365/360. |
For the purpose of this procedure, the Depositor instructed us to recalculate the “Mortgage Loan Annual IO Debt Service” of the Mortgage Loan as twelve (12) times the “Mortgage Loan Monthly IO Payment,” as shown on the Final Data File.
| 13. | Using the: |
| a. | Mezzanine Loan Original Balance, |
| b. | Mezzanine Loan Interest Rate and |
| c. | Mezzanine Loan Interest Accrual Method, |
as shown on the Final Data File, and the calculation methodologies provided by the Depositor described in the succeeding paragraph(s) of this Item, we recalculated the:
| i. | Mezzanine Loan Monthly IO Payment and |
| ii. | Mezzanine Loan Annual IO Debt Service |
of the Mezzanine Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.
For the purpose of this procedure, the Depositor instructed us to recalculate the “Mezzanine Loan Monthly IO Payment” of the Mezzanine Loan as 1/12th of the product, rounded to two decimal places, of:
| a. | The “Mezzanine Loan Original Balance,” as shown on the Final Data File, |
| b. | The “Mezzanine Loan Interest Rate,” as shown on the Final Data File, and |
| c. | 365/360. |
For the purpose of this procedure, the Depositor instructed us to recalculate the “Mezzanine Loan Annual IO Debt Service” of the Mezzanine Loan as twelve (12) times the “Mezzanine Loan Monthly IO Payment,” as shown on the Final Data File.
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Attachment A Page 6 of 7 |
| 14. | Using the: |
| a. | Mortgage Loan Monthly IO Payment, |
| b. | Mezzanine Loan Monthly IO Payment, |
| c. | Mortgage Loan Annual IO Debt Service and |
| d. | Mezzanine Loan Annual IO Debt Service, |
as shown on the Final Data File, we recalculated the:
| i. | Total Debt Monthly IO Payment and |
| ii. | Total Debt Annual IO Debt Service |
of the Total Debt associated with the Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.
| 15. | Using the: |
| a. | Mortgage Loan Annual IO Debt Service, |
| b. | Mortgage Loan Cut-off Date Balance, |
| c. | Mortgage Loan Balloon Balance, |
| d. | Underwritten NOI, |
| e. | Underwritten NCF, |
| f. | Appraisal Value and |
| g. | Total Property SF, |
as shown on the Final Data File, and the applicable calculation methodologies and assumptions described in the Draft Preliminary Offering Circular, we recalculated the:
| i. | Underwritten Mortgage Loan IO NOI DSCR, |
| ii. | Underwritten Mortgage Loan IO NCF DSCR, |
| iii. | Cut-off Date Mortgage Loan LTV, |
| iv. | Maturity Date Mortgage Loan LTV, |
| v. | Underwritten Mortgage Loan NOI Debt Yield, |
| vi. | Underwritten Mortgage Loan NCF Debt Yield and |
| vii. | Mortgage Loan Per SF |
of the Mortgage Loan and, with respect to vii. above, of each Property. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.
For the purpose of this procedure, the Depositor instructed us to:
| a. | Round the characteristics listed in i. and ii. above to two decimal places and |
| b. | Round the characteristics listed in iii. through vi. above to the nearest 1/10th of one percent. |
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Attachment A Page 7 of 7 |
| 16. | Using the: |
| a. | Total Debt Annual IO Debt Service, |
| b. | Total Debt Cut-off Date Balance, |
| c. | Total Debt Balloon Balance, |
| d. | Underwritten NOI, |
| e. | Underwritten NCF, |
| f. | Appraisal Value and |
| g. | Total Property SF, |
as shown on the Final Data File, and the applicable calculation methodologies and assumptions described in the Draft Preliminary Offering Circular, we recalculated the:
| i. | Underwritten Total Debt IO NOI DSCR, |
| ii. | Underwritten Total Debt IO NCF DSCR, |
| iii. | Cut-off Date Total Debt LTV, |
| iv. | Maturity Date Total Debt LTV, |
| v. | Underwritten Total Debt NOI Debt Yield, |
| vi. | Underwritten Total Debt NCF Debt Yield and |
| vii. | Total Debt Per SF |
of the Total Debt associated with the Mortgage Loan and, with respect to vii. above, the Total Debt associated with each Property. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.
For the purpose of this procedure, the Depositor instructed us to:
| a. | Round the characteristics listed in i. and ii. above to two decimal places and |
| b. | Round the characteristics listed in iii. through vi. above to the nearest 1/10th of one percent. |
| 17. | Using the: |
| a. | Mortgage Loan Interest Rate and |
| b. | Administrative Fee Rate, |
as shown on the Final Data File, we recalculated the “Net Interest Rate” of the Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.
Exhibit 1 to Attachment A
Page 1 of 2
Source Documents
Mortgage Loan and Mezzanine Loan Source Documents
| Source Document Title | Source Document Date |
| Mortgage Loan Agreement (see Note 1) | 9 September 2025 |
| Mezzanine Loan Agreement (see Note 1) | 10 September 2025 |
| Guaranty Agreement (see Note 1) | 20 August 2025 |
| Cash Management Agreement (see Note 1) | 20 August 2025 |
| Closing Reserves Report | Not Dated |
| Management Agreement Documents | Various |
| Allocated Loan Amount Schedule (see Note 1) | 3 September 2025 |
| Administrative Fee Schedule | Not Dated |
Property Source Documents
| Source Document Title | Source Document Date |
| Appraisal Reports | Various |
| Portfolio Appraisal Report | 1 July 2025 |
| USPS Internet Site (www.usps.com) | Not Applicable |
| Engineering Reports | Various |
| Phase I Environmental Reports | Various |
| Seismic Reports | 27 May 2025 |
| Underwriter’s Summary Report | Not Dated |
| Underwritten Rent Roll | 1 August 2025 |
Exhibit 1 to Attachment A
Page 2 of 2
Property Source Documents (continued)
| Source Document Title | Source Document Date |
| Ground Lease Documents | Various |
| Insurance Risk Analysis (see Note 1) | 21 August 2025 |
| Tenant Credit Rating Screenshots | Not Dated |
| Pro Forma Title Policies | Not Dated |
| Tenant Lease Documents | Various |
Note:
| 1. | The indicated provided Source Document(s) are draft document(s) with the Source Document Date reflecting the latest date of receipt. For the purpose of the procedures described in this report, the Depositor instructed us to treat the indicated Source Document(s) as fully executed. |
Exhibit 2 to Attachment A
Page 1 of 6
Compared Characteristics and Source Documents
Property Information:
| Characteristic | Source Document(s) |
| Street Address | Appraisal Report |
| City | Appraisal Report |
| State | Appraisal Report |
| County | USPS Internet Site (www.usps.com) |
| Zip Code | USPS Internet Site (www.usps.com) |
| Property Type | Appraisal Report |
| Property Type Detail | Appraisal Report |
| Year Built | Appraisal Report |
| Most Recent Renovation | Appraisal Report |
| Total Property SF | Underwritten Rent Roll |
| Total Property Occupancy Rate | Underwritten Rent Roll |
| Occupancy As of Date | Underwritten Rent Roll |
| Title Type | Pro Forma Title Policies |
| Ground Lease Expiration Date | Ground Lease Documents |
| Ground Lessor | Ground Lease Documents |
Third Party Information:
| Characteristic | Source Document(s) |
| Appraisal Date | Appraisal Report or Portfolio Appraisal Report |
| Appraisal Value | Appraisal Report or Portfolio Appraisal Report |
| Engineering Report Date | Engineering Report |
| Environmental Phase I Report Date | Phase I Environmental Report |
| Seismic Report Date | Seismic Report |
| PML % | Seismic Report |
| Terrorism Insurance | Insurance Risk Analysis |
| Windstorm Insurance | Insurance Risk Analysis |
| Earthquake Insurance | Insurance Risk Analysis |
| Flood Insurance | Insurance Risk Analysis |
Exhibit 2 to Attachment A
Page 2 of 6
Major Tenant Information:
| Characteristic | Source Document(s) |
| Major Tenant 1 | Underwritten Rent Roll |
| Major Tenant 1 Sq. Ft. | Underwritten Rent Roll |
| Major Tenant 1 Expiration | Underwritten Rent Roll |
| Major Tenant 2 | Underwritten Rent Roll |
| Major Tenant 2 Sq. Ft. | Underwritten Rent Roll |
| Major Tenant 2 Expiration | Underwritten Rent Roll |
| Major Tenant 3 | Underwritten Rent Roll |
| Major Tenant 3 Sq. Ft. | Underwritten Rent Roll |
| Major Tenant 3 Expiration | Underwritten Rent Roll |
| Major Tenant 4 | Underwritten Rent Roll |
| Major Tenant 4 Sq. Ft. | Underwritten Rent Roll |
| Major Tenant 4 Expiration | Underwritten Rent Roll |
| Major Tenant 5 | Underwritten Rent Roll |
| Major Tenant 5 Sq. Ft. | Underwritten Rent Roll |
| Major Tenant 5 Expiration | Underwritten Rent Roll |
Underwriting Information:
| Characteristic | Source Document(s) |
| Third Most Recent NOI Date | Underwriter’s Summary Report |
| Third Most Recent NOI | Underwriter’s Summary Report |
| Second Most Recent NOI Date | Underwriter’s Summary Report |
| Second Most Recent NOI | Underwriter’s Summary Report |
| Most Recent NOI Date | Underwriter’s Summary Report |
| Most Recent Description | Underwriter’s Summary Report |
| Most Recent Effective Gross Income | Underwriter’s Summary Report |
| Most Recent Expenses | Underwriter’s Summary Report |
| Most Recent NOI | Underwriter’s Summary Report |
| Most Recent NCF | Underwriter’s Summary Report |
| Underwritten Effective Gross Income | Underwriter’s Summary Report |
| Underwritten Expenses | Underwriter’s Summary Report |
| Underwritten NOI | Underwriter’s Summary Report |
| Underwritten Replacement Reserve | Underwriter’s Summary Report |
| Underwritten TI/LC Reserve | Underwriter’s Summary Report |
| Underwritten NCF | Underwriter’s Summary Report |
Exhibit 2 to Attachment A
Page 3 of 6
Reserve and Escrow Information:
| Characteristic | Source Document(s) |
| Real Estate Tax Escrow – Initial | Closing Reserves Report |
| Real Estate Tax Escrow – Ongoing | Mortgage Loan Agreement |
| Real Estate Tax Escrow – Springing Condition | Mortgage Loan Agreement |
| Insurance Escrow – Initial | Closing Reserves Report |
| Insurance Escrow – Ongoing | Mortgage Loan Agreement |
| Insurance Escrow – Springing Condition | Mortgage Loan Agreement |
| Replacement Reserve Escrow – Initial | Closing Reserves Report |
| Replacement Reserve Escrow – Ongoing | Mortgage Loan Agreement |
| Replacement Reserve Escrow – Springing Condition | Mortgage Loan Agreement |
| Rollover Escrow – Initial | Closing Reserves Report |
| Rollover Escrow – Ongoing | Mortgage Loan Agreement |
| Rollover Escrow – Springing Condition | Mortgage Loan Agreement |
| Immediate Repairs Escrow – Initial | Closing Reserves Report |
| Immediate Repairs Escrow – Ongoing | Mortgage Loan Agreement |
| Other Escrow Required | Mortgage Loan Agreement |
| Other Escrow 1 – Description | Closing Reserves Report |
| Other Escrow 1 – Initial | Closing Reserves Report |
| Other Escrow 1 – Ongoing | Mortgage Loan Agreement |
| Other Escrow 1 – Springing Condition | Mortgage Loan Agreement |
| Other Escrow 2 – Description | Mortgage Loan Agreement |
| Other Escrow 2 – Initial | Mortgage Loan Agreement |
| Other Escrow 2 – Ongoing | Mortgage Loan Agreement |
| Other Escrow 2 – Springing Condition | Mortgage Loan Agreement |
Exhibit 2 to Attachment A
Page 4 of 6
Mortgage Loan and Mezzanine Loan Information:
| Characteristic | Source Document(s) |
| Borrower | Mortgage Loan Agreement |
| Mortgage Loan Original Balance | Allocated Loan Amount Schedule |
| Payment Date | Mortgage Loan Agreement and Mezzanine Loan Agreement |
| First Payment Date | Mortgage Loan Agreement and Mezzanine Loan Agreement |
| Maturity Date | Mortgage Loan Agreement and Mezzanine Loan Agreement |
| Extension Options | Mortgage Loan Agreement |
| Extension Option Description | Mortgage Loan Agreement |
| Fully Extended Maturity Date | Mortgage Loan Agreement and Mezzanine Loan Agreement |
| Prepay Description | Mortgage Loan Agreement |
| Open Period Begin Date | Mortgage Loan Agreement |
| Grace Period (Late Fee) | Mortgage Loan Agreement |
| Grace Period (Default) | Mortgage Loan Agreement |
| Amortization Type | Mortgage Loan Agreement and Mezzanine Loan Agreement |
| Interest Accrual Method | Mortgage Loan Agreement |
| Interest Accrual Start | Mortgage Loan Agreement |
| Interest Accrual End | Mortgage Loan Agreement |
| Mortgage Loan SOFR Rounding Methodology | Mortgage Loan Agreement |
| Mortgage Loan Interest Rate Adjustment Frequency | Mortgage Loan Agreement |
| Mortgage Loan SOFR Floor | Mortgage Loan Agreement |
| Partial Release (Y/N) | Mortgage Loan Agreement |
| Partial Release Description | Mortgage Loan Agreement |
| Lockbox | Cash Management Agreement |
| Cash Management | Cash Management Agreement |
| Cash Management Springing Condition | Cash Management Agreement |
| Carve-Out Guarantor(s) | Guaranty Agreement |
| Non-Consolidation Opinion | Mortgage Loan Agreement |
| SPE | Mortgage Loan Agreement |
| Independent Director | Mortgage Loan Agreement |
| Future Debt Permitted (Y/N) | Mortgage Loan Agreement |
| Future Debt Description | Mortgage Loan Agreement |
| Mezzanine Lender | Mezzanine Loan Agreement |
| Mezzanine Loan Original Balance | Allocated Loan Amount Schedule |
| Mezzanine Loan Interest Accrual Method | Mezzanine Loan Agreement |
Exhibit 2 to Attachment A
Page 5 of 6
Mortgage Loan and Mezzanine Loan Information: (continued)
| Characteristic | Source Document(s) |
| Mezzanine Loan Interest Rate Adjustment Frequency | Mezzanine Loan Agreement |
| Mezzanine Loan SOFR Rounding Methodology | Mezzanine Loan Agreement |
| Mezzanine Loan SOFR Floor | Mezzanine Loan Agreement |
| Administrative Fee Rate | Administrative Fee Schedule |
Notes:
| 1. | For the purpose of comparing the: |
| a. | Street Address, |
| b. | City and |
| c. | State |
characteristics, the Depositor instructed us to ignore differences that are due to standard postal abbreviations.
| 2. | For the purpose of comparing the: |
| a. | Appraisal Value and |
| b. | Appraisal Date |
characteristics for each Property, the Depositor instructed us to use the appraised value and date, respectively, as shown in the applicable Source Document(s), associated with the related “Appraisal Value Type,” as shown on the Preliminary Data File.
| 3. | For the purpose of comparing the: |
| a. | Seismic Report Date and |
| b. | PML % |
characteristics, the Depositor instructed us to perform procedures only for any Property that contains a seismic report Source Document in the related loan file. For any Property that does not contain a seismic report Source Document in the related loan file, the Depositor instructed us to use “NAP” for the characteristics listed in a. and b. above.
| 4. | For the purpose of comparing the “Major Tenant Information” characteristics, the Depositor instructed us to combine multiple spaces leased by the same tenant, and for those tenants with multiple lease expirations, to show each unique lease expiration date and the square footage associated with each respective lease expiration date, as shown in the applicable Source Document(s). |
| 5. | For the purpose of comparing the “Underwriting Information” characteristics that are expressed as dollar values, the Depositor instructed us to ignore differences of +/- $1 or less. |
Exhibit 2 to Attachment A
Page 6 of 6
| 6. | For the purpose of comparing the “Underwritten TI/LC Reserve” characteristic for each Property, the Depositor instructed us to use the product of the tenant improvements, as shown in the applicable Source Document(s), and two. |
| 7. | For the purpose of comparing the: |
| a. | Payment Date, |
| b. | First Payment Date, |
| c. | Maturity Date, |
| d. | Fully Extended Maturity Date and |
| e. | Amortization Type |
characteristics, the Depositor instructed us to compare information on the Preliminary Data File to the corresponding information for the Mortgage Loan and Mezzanine Loan that is shown in the applicable Source Document(s).
| 8. | For the purpose of comparing the “Prepay Description” characteristic, the Depositor instructed us to ignore any partial prepayments to cure certain trigger periods, as described in the applicable Source Document(s). |
| 9. | For the purpose of comparing the “Open Period Begin Date” characteristic, the Depositor instructed us to use the first “Payment Date” which occurs during the open period of the prepayment string and to ignore any freely prepayable portion of the Mortgage Loan, as shown in the applicable Source Document(s). |
| 10. | For the purpose of comparing the “Lockbox” characteristic, the Depositor instructed us to use “Hard” if the applicable Source Document(s) require the borrower(s) or manager(s) to direct tenants to pay rents directly to a lockbox account controlled by the lender(s). |
| 11. | For the purpose of comparing the “Cash Management” characteristic, the Depositor instructed us to use “Springing” if: |
| a. | Prior to the occurrence of an event of default or one or more specified trigger events described in the applicable Source Document(s), funds in the lockbox are forwarded to an account controlled by the borrower(s) or otherwise made available to the borrower(s) and |
| b. | Upon the occurrence of an event of default or one or more specified trigger events described in the applicable Source Document(s), funds in the lockbox are forwarded to a cash management account controlled by the lender(s), and the funds are disbursed according to the applicable Source Document(s). |
We performed no procedures to determine the appropriateness, accuracy, completeness or reasonableness of the instructions, assumptions and methodologies provided by the Depositor that are described in the notes above.
Exhibit 3 to Attachment A
Page 1 of 2
Provided Characteristics
| Characteristic | |
| Loan Number | |
| Loan / Property Name | |
| Loan Purpose | |
| Origination Date | |
| Monthly P&I Payment | |
| Annual P&I Debt Service | |
| Appraisal Value Type | |
| Environmental Phase II Report Date | |
| Sponsor | |
| Defeasance Lockout Expiration Date | |
| Partial Defeasance | |
| Partial Defeasance Description | |
| Mortgage Loan Spread | |
| Mortgage Loan SOFR Cap Strike Rate | |
| Mortgage Loan Interest Rate at Cap | |
| Mortgage Loan Annual IO Debt Service at Cap | |
| Underwritten Mortgage Loan IO NOI DSCR at Cap | |
| Underwritten Mortgage Loan IO NCF DSCR at Cap | |
| Mortgage Loan SOFR Cap Expiration Date | |
| Mortgage Loan SOFR Cap Provider | |
| Mortgage Loan SOFR Cap Provider Rating (F/M/S) | |
| Mezzanine Loan Spread | |
| Mezzanine Loan SOFR Cap Strike Rate | |
| Mezzanine Loan Interest Rate at Cap | |
| Mezzanine Loan Annual IO Debt Service at Cap | |
| Mezzanine Loan SOFR Cap Expiration Date | |
| Mezzanine Loan SOFR Cap Provider | |
| Mezzanine Loan SOFR Cap Provider Rating (F/M/S) | |
| Mezzanine Loan Origination Date | |
| Subordinate Loan Original Balance | |
| Subordinate Loan Cut-off Balance | |
| Subordinate Loan Monthly IO Payment | |
| Subordinate Loan Annual IO Debt Service | |
| Subordinate Loan Annual IO Debt Service at Cap | |
| Subordinate Loan Balloon Balance | |
| Subordinate Lender | |
| Subordinate Loan Interest Accrual Method | |
| Subordinate Loan Interest Rate | |
| Subordinate Loan Interest Rate at Cap | |
| Subordinate Loan Origination Date | |
| Subordinate Loan SOFR Rounding Methodology | |
| Subordinate Loan Interest Rate Adjustment Frequency | |
| Subordinate Loan Spread |
Exhibit 3 to Attachment A
Page 2 of 2
| Characteristic | |
| Subordinate Loan SOFR Floor | |
| Subordinate Loan SOFR Cap Strike Rate | |
| Subordinate Loan SOFR Cap Expiration Date | |
| Subordinate Loan SOFR Cap Provider | |
| Subordinate Loan SOFR Cap Provider Rating (F/M/S) | |
| Total Debt Interest Rate at Cap | |
| Total Debt Annual IO Debt Service at Cap | |
| Underwritten Total Debt IO NOI DSCR at Cap | |
| Underwritten Total Debt IO NCF DSCR at Cap |
| Note: | We performed no procedures to determine the appropriateness, accuracy, completeness or reasonableness of the Provided Characteristics. |