Form ABS-15G JP MORGAN CHASE COMMERCI For: May 20

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM ABS-15G

 

ASSET-BACKED SECURITIZER
Report Pursuant to Section 15G of

the Securities Exchange Act of 1934

Check the appropriate box to indicate the filing obligation to which this form is intended to satisfy:

[    ] Rule 15Ga-1 under the Exchange Act (17 CFR 240.15Ga-1) for the reporting period                               to                              

 

Date of Report (Date of earliest event reported)                              

 

Commission File Number of securitizer:                              

 

Central Index Key Number of securitizer:                              

 

Name and telephone number, including area code, of the person to contact in connection with this filing

 

Indicate by check mark whether the securitizer has no activity to report for the initial period pursuant to Rule 15Ga-1(c)(1) [_]

Indicate by check mark whether the securitizer has no activity to report for the quarterly period pursuant to Rule 15Ga-1(c)(2)(i) [_]

Indicate by check mark whether the securitizer has no activity to report for the annual period pursuant to Rule 15Ga-1(c)(2)(ii) [_]

 

 

[ü] Rule 15Ga-2 under the Exchange Act (17 CFR 240.15Ga-2)

 

Central Index Key Number of depositor: 0001013611

 

J.P. Morgan Chase Commercial Mortgage Securities Trust 2022-DATA
(Exact name of issuing entity as specified in its charter)

 

Central Index Key Number of issuing entity (if applicable): Not applicable

 

 

Central Index Key Number of underwriter (if applicable): Not applicable                          

 

Kunal K. Singh, (212) 834-5467

Name and telephone number, including area code, of the person to contact in connection with this filing

 

INFORMATION TO BE INCLUDED IN THE REPORT

FINDINGS AND CONCLUSIONS OF THIRD-PARTY DUE DILIGENCE REPORTS

Item 2.01 Findings and Conclusions of a Third Party Due Diligence Report Obtained by the Issuer

Attached as Exhibit 1 hereto is an agreed-upon procedures report, dated May 20, 2022, of Ernst & Young LLP, obtained by the depositor, which report sets forth the findings and conclusions, as applicable, of Ernst & Young LLP with respect to certain agreed-upon procedures performed by Ernst & Young LLP.

Attached as Exhibit 2 hereto is an underwriting information comparison agreed-upon procedures report, dated May 20, 2022, of Ernst & Young LLP, obtained by the depositor, which report sets forth the findings and conclusions, as applicable, of Ernst & Young LLP with respect to certain agreed-upon procedures performed by Ernst & Young LLP.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the reporting entity has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 20, 2022	J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
	By:	/s/ Kunal K. Singh
		Name:  Kunal K. Singh
		Title:    President and Chief Executive Officer

 

 

Exhibit 1	Agreed-upon procedures report, dated May 20, 2022, of Ernst & Young LLP.
Exhibit 2	Underwriting information comparison agreed-upon procedures report, dated May 20, 2022, of Ernst & Young LLP.

 

 

Exhibit 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

 

J.P. Morgan Chase Commercial Mortgage Securities Corp. (the “Depositor”)
JPMorgan Chase Bank, National Association
J.P. Morgan Securities LLC
Drexel Hamilton, LLC
Academy Securities, Inc.
(collectively, the “Specified Parties”)

 

Re:

J.P. Morgan Chase Commercial Mortgage Securities Trust 2022-DATA (the “Issuing Entity”)

Commercial Mortgage Pass-Through Certificates, Series 2022-DATA (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 Trust 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 20 May 2022. 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.

 

 

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 Trust 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 Trust 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 Trust Loan,

iii.

Whether the originator(s) of the Trust Loan complied with federal, state or local laws or regulations or

iv.

Any other factor or characteristic of the Trust 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.

 

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 procedure engagements are less restrictive than independence requirements for audit and other attestation services.

 

Page 3 of 3

 

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

 

20 May 2022

Attachment A Page 1 of 5

 

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 certain promissory notes evidencing a portion of a fixed rate, interest-only loan (the “Trust A Loan” and “Trust B Loan,” respectively, and collectively, the “Trust Loan”),

b.

The Trust Loan is part of a split loan structure consisting of the Trust Loan and certain other fixed rate, interest-only loans (collectively, the “Companion Loans,” together with the Trust Loan, the “Mortgage Loan”),

c.

The Companion Loans will not be assets of the Issuing Entity,

d.

The Companion Loans and Trust A Loan are pari passu in right of payment,

e.

The Trust B Loan is subordinate in right of payment to the Companion Loans and Trust A Loan and

f.

The Mortgage Loan is secured by, among other things, a first priority mortgage lien on the borrower’s fee interest in a hyperscale data center located in Sterling, Loudoun County, Virginia (collectively, the “Property”).

 

For the purpose of the procedures described in this report:

a.

The Trust Loan is comprised of certain A-Notes (the “Trust A-Notes”) and all B-Notes (the “Trust B-Notes”) and

b.

The Companion Loans are comprised of certain A-Notes (the “Companion A-Notes”).

 

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, Trust Loan, Companion Loans and Property as of 6 June 2022 (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.

 

Attachment A Page 2 of 5

  

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.”

 

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, Trust Loan, Companion Loans and Property 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 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 Mortgage Loan Term” 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.

 

6.

Using the:

	a.	Seasoning and
	b.	Original Mortgage Loan Term,

as shown on the Final Data File, we recalculated the “Remaining Mortgage Loan Term to Maturity” 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.

 

Attachment A Page 3 of 5

 

7.

The applicable Source Document(s) indicate that the Mortgage Loan is interest-only for its entire term. Based on this information, the Depositor instructed us to:

a.

Use “0” for the:

i.

Original Mortgage Loan Amortization Term and

ii.

Remaining Mortgage Loan Amortization Term

of the Mortgage Loan,

b.

Use the “Original Mortgage Loan Term,” as shown on the Final Data File, for the original interest-only period of the Mortgage Loan (the “Mortgage Loan IO Period”),

c.

Use the “Whole Loan Original Balance,” as shown on the Final Data File, for the:

i.

Principal balance of the Mortgage Loan as of the Reference Date (the “Whole Loan Cut-off Date Balance”) and

ii.

Principal balance of the Mortgage Loan as of the “Maturity Date” of the Mortgage Loan (the “Whole Loan Maturity Balance”),

d.

Use the “Original In-Trust A Mortgage Balance,” as shown on the Final Data File, for the:

i.

Principal balance of the Trust A Loan as of the Reference Date (the “Cut-off Date In-Trust A Mortgage Balance”) and

ii.

Principal balance of the Trust A Loan as of the “Maturity Date” of the Mortgage Loan (the “In-Trust A Maturity Balance”),

e.

Use the “Original Non-Trust A Mortgage Balance,” as shown on the Final Data File, for the:

i.

Principal balance of the Companion Loans as of the Reference Date (the “Cut-off Date Non-Trust A Mortgage Balance”) and

ii.

Principal balance of the Companion Loans as of the “Maturity Date” of the Mortgage Loan (the “Non-Trust A Maturity Balance”) and

f.

Use the “Original In-Trust B Mortgage Balance,” as shown on the Final Data File, for the:

i.

Principal balance of the Trust B Loan as of the Reference Date (the “Cut-off Date In-Trust B Mortgage Balance”) and

ii.

Principal balance of the Trust B Loan as of the “Maturity Date” of the Mortgage Loan (the “In-Trust B Maturity 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.

Whole Loan Original Balance,

b.

Whole Loan Interest Rate and

c.

Accrual Basis,

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.

Whole Loan Annual Debt Service and

ii.

Whole Loan Monthly 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.

 

 

Attachment A Page 4 of 5

 

8. (continued)

 

For the purpose of this procedure, the Depositor instructed us to recalculate the “Whole Loan Annual Debt Service” of the Mortgage Loan as the product, rounded to two decimal places, of:

a.

The “Whole Loan Original Balance,” as shown on the Final Data File,

b.

The “Whole 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 “Whole Loan Monthly Debt Service” of the Mortgage Loan as 1/12^th of the “Whole Loan Annual Debt Service” of the Mortgage Loan.

 

9.

Using the:

a.

Underwritten In-Place NOI,

b.

Underwritten In-Place NCF,

c.

Cut-off Date In-Trust A Mortgage Balance,

d.

Whole Loan Cut-off Date Balance,

e.

Whole Loan Maturity Balance,

f.

Whole Loan Annual Debt Service,

g.

Appraisal Value and

h.

Units,

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.

Whole Loan Underwritten NOI DY,

ii.

Whole Loan Underwritten NCF DY,

iii.

Whole Loan Cut-Off Date LTV,

iv.

Whole Loan Maturity Date LTV,

v.

Whole Loan Underwritten NOI DSCR,

vi.

Whole Loan Underwritten NCF DSCR,

vii.

Cut-off Date In-Trust A Mortgage Balance per Square Foot and

viii.

Cut-off Date Whole Loan Balance per Square Foot

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:

a.

Round the characteristics listed in i. through iv. above to the nearest 1/10th of one percent and

b.

Round the characteristics listed in v. through viii. above to two decimal places.

 

10.

Using the:

a.

Units and

b.

SF1,

as shown on the Final Data File, we recalculated the “Space Pct 1” of the Property. 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 5

 

11.

Using the:

a.

Primary Servicer and

b.

Master Servicer,

as shown on the Final Data File, we recalculated the “Servicing Fee” of the Trust Loan. 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:

a.

Servicing Fee,

b.

Trustee/Cert Admin,

c.

Operating Advisor Fee and

d.

CREFC FEE,

as shown on the Final Data File, we recalculated the “Total Admin Fee” of the Trust Loan. 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:

a.

Total Admin Fee and

b.

Whole Loan Interest Rate,

as shown on the Final Data File, we recalculated the “Net Mortgage Rate” of the Trust 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

 

Source Documents

 

Mortgage Loan Source Documents

 

Source Document Title		Source Document Date
Loan Agreement		12 May 2022
Promissory Note		12 May 2022
Deposit Account Control Agreement		12 May 2022
Cash Management Agreement		12 May 2022
Settlement Statement		12 May 2022
Non-Consolidation Opinion		12 May 2022
Environmental Indemnity Agreement		12 May 2022

 

Property Source Documents

 

Source Document Title		Source Document Date
Appraisal Report		2 May 2022
Engineering Report		28 January 2022
Phase I Environmental Report		25 January 2022
USPS Internet Site (www.usps.com)		Not Applicable
Underwriter’s Summary Report		Not Dated
Underwritten Rent Roll		Not Dated
Insurance Review Document		5 May 2022
Insurance Certificates		Various
Pro Forma Title Policy		Not Dated
Lease Agreement and Amendments		Various
Lease Abstract		25 March 2022

 

Exhibit 2 to Attachment A Page 1 of 4

 

Compared Characteristics and Source Documents

 

Property Information:

 

Characteristic		Source Document(s)
Street Address (see Note 1)		Appraisal Report
City (see Note 1)		Appraisal Report
State / Province (see Note 1)		Appraisal Report
County		USPS Internet Site (www.usps.com)
Zip Code		USPS Internet Site (www.usps.com)
Property Type		Appraisal Report
Property Sub Type		Appraisal Report
Year Built		Appraisal Report
Class		Appraisal Report
Units		Underwritten Rent Roll
Unit Type		Underwritten Rent Roll
Occupancy %		Underwritten Rent Roll
Property Manager		Loan Agreement

 

Third Party Information:

 

Characteristic		Source Document(s)
As-Is Appraised Value		Appraisal Report
As-Is Date of Appraisal (Valuation Date)		Appraisal Report
Appraisal Value (see Note 2)		Appraisal Report
Date of Appraisal Value (see Note 2)		Appraisal Report
Appraisal Cap Rate		Appraisal Report
Appraisal Firm		Appraisal Report
Phase I Date		Phase I Environmental Report
Environmental Firm		Phase I Environmental Report
Engineering Firm		Engineering Report
Engineering Report Date		Engineering Report
Environmental Insurance		Insurance Review Document

 

Major Tenant Information:

 

Characteristic		Source Document(s)
Tenant Name 1		Underwritten Rent Roll
SF1		Underwritten Rent Roll
Tenant Lease Expiration Date 1		Underwritten Rent Roll

 

Exhibit 2 to Attachment A Page 2 of 4

 

Underwriting Information: (see Note 3)

 

Characteristic		Source Document(s)
Underwritten In-Place Economic Occupancy		Underwriter’s Summary Report
Underwritten In-Place Effective Gross Income		Underwriter’s Summary Report
Underwritten In-Place Expense Total		Underwriter’s Summary Report
Underwritten In-Place NOI		Underwriter’s Summary Report
Underwritten In-Place Replacement Reserves		Underwriter’s Summary Report
Underwritten In-Place TI/LC		Underwriter’s Summary Report
Underwritten In-Place NCF		Underwriter’s Summary Report

 

Reserve and Escrow Information:

 

Characteristic		Source Document(s)
Initial Tax Reserve		Loan Agreement
Monthly Tax Reserve		Loan Agreement
Tax Reserve Cap		Loan Agreement
Initial Insurance Reserve		Loan Agreement
Monthly Insurance Reserve		Loan Agreement
Insurance Reserve Cap		Loan Agreement
Upfront Required Repairs		Loan Agreement
Initial Replacement Reserves		Loan Agreement
Monthly Replacement Reserves		Loan Agreement
Replacement Reserves Cap		Loan Agreement
Initial Rollover Reserve		Loan Agreement
Monthly Rollover Reserve		Loan Agreement
Rollover Reserve Cap		Loan Agreement
Initial Free Rent Reserve		Loan Agreement
Monthly Free Rent Reserve		Loan Agreement
Monthly Free Rent Reserve Cap		Loan Agreement
Other Reserve Type		Loan Agreement
Other Reserve Initial Deposit		Loan Agreement
Other Reserve Monthly Deposit		Loan Agreement
Other Reserve Cap		Loan Agreement

 

 

Exhibit 2 to Attachment A Page 3 of 4

 

Mortgage Loan Information:

 

	Characteristic		Source Document(s)
	Borrower Entity		Loan Agreement
	Origination Date		Loan Agreement
	First Payment Date		Loan Agreement
	Maturity Date		Loan Agreement
	Final Maturity Date		Loan Agreement
	Payment Grace Period (Default)		Loan Agreement
	Payment Grace Period		Loan Agreement
	Maturity Payment Grace Period (Default)		Loan Agreement
	Maturity Payment Grace Period (see Note 4)		Loan Agreement
	Amortization Type		Loan Agreement
	Rate Type		Loan Agreement
	Whole Loan Interest Rate		Loan Agreement
	Accrual Basis		Loan Agreement
	Payment Date		Loan Agreement
	Interest Accrual Period Start		Loan Agreement
	Interest Accrual Period End		Loan Agreement
Prepayment String (see Note 5)			Loan Agreement
Partial Prepayments Allowed			Loan Agreement
Partial Release Permitted			Loan Agreement
Substitution Allowed			Loan Agreement
LockBox (Y/N)			Loan Agreement
LockBox Type (see Note 6)			Loan Agreement
Cash Management (see Note 7)			Loan Agreement
Springing Conditions			Loan Agreement
Single Asset Entity			Loan Agreement
	Single Purpose Entity		Loan Agreement
	TIC Structure		Loan Agreement
	Condo Structure		Loan Agreement
	DST		Loan Agreement
	Assumption Fee		Loan Agreement
	Letter of Credit		Loan Agreement
	Earnout / Holdback		Loan Agreement
	Future Debt Permitted?		Loan Agreement
	Whole Loan Original Balance		Loan Agreement
	Non-Consolidation Letter		Non-Consolidation Opinion
	Loan Purpose		Settlement Statement
	Ownership Interest		Pro Forma Title Policy
	Ground Lease? (Y/N)		Pro Forma Title Policy

 

 

Exhibit 2 to Attachment A Page 4 of 4

 

Notes:

 

1.

For the purpose of comparing the indicated characteristics, the Depositor instructed us to ignore differences that are due to standard postal abbreviations.

 

2.

For the purpose of comparing the “Appraisal Value” and “Date of Appraisal Value” characteristics, the Depositor instructed us to use the appraised value and date, respectively, as shown in the applicable Source Document(s), associated with the “Appraisal Value Type,” as shown on the Preliminary Data File.

 

3.

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.

 

4.

For the purpose of comparing the “Maturity Payment Grace Period” characteristic, the Depositor instructed us to use the “Payment Grace Period,” as shown in the applicable Source Document(s), as the applicable Source Document(s) did not specify a grace period for the payment due on the “Maturity Date.”

 

5.

For the purpose of comparing the “Prepayment String” characteristic, the Depositor instructed us to assume that the entire “Loan” (as described in the applicable Source Document(s)) has been securitized.

 

6.

For the purpose of comparing the “LockBox Type” 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).

 

7.

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 under 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 under 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

 

Provided Characteristics

 

Characteristic

Property No.

Property Name

Property Count

Appraisal Value Type

Sponsor

Year Renovated

Occupancy Date

Original In-Trust A Mortgage Balance

Original Non-Trust A Mortgage Balance

Original In-Trust B Mortgage Balance

Pari Passu Note Control (Y/N)

Seismic Zone

Seismic PML %

Future Debt Description

Ground Lease Expiration Date

Ground Lease Extension Terms

Annual Ground Lease Payment

Ground Lease Escalation Terms

Guarantor

Primary Servicer

Master Servicer

Trustee/Cert Admin

Operating Advisor Fee

CREFC FEE

 

Note:

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

 

 

 

Exhibit 2

 

	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

 

 

J.P. Morgan Chase Commercial Mortgage Securities Corp. (the “Depositor”) JPMorgan Chase Bank, National Association (collectively, the “Specified Parties”)

 

 

Re:

J.P. Morgan Chase Commercial Mortgage Securities Trust 2022-DATA (the “Issuing Entity”) Commercial Mortgage Pass-Through Certificates, Series 2022-DATA (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 Underwriting File, Underwritten Rent Roll and ASR (all as defined herein) (collectively, the “Subject Matter”) relating to the Issuing Entity’s securitization transaction as of 20 May 2022. 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, JPMorgan Chase Bank, National Association (“JP Morgan”), on behalf of the Depositor, provided us with:

a.

The lease abstracts (the “Lease Abstracts”) and lease agreements (the “Leases,” together with the Lease Abstracts, the “Lease Documents”) relating to the commercial tenant(s) at the Collateral Property (as defined herein) that secures the Mortgage Loan,

b.

The most recent electronic borrower rent roll files (the “Borrower Rent Roll Files”) for the Collateral Property that secures the Mortgage Loan,

c.

An asset summary report (the “ASR”),

d.

An underwritten rent roll (the “Underwritten Rent Roll”) for the Collateral Property that secures the Mortgage Loan,

e.

An electronic underwriting file (the “Underwriting File”) prepared by JP Morgan containing the underwritten revenue and expense information for the underwritten period (the “Underwritten Period”) for the Collateral Property that secures the Mortgage Loan,

 

Page 2 of 3

 

f.

Instructions, assumptions and methodologies (the “Underwriting Instructions and Adjustments”) used to prepare the information on the ASR, Underwritten Rent Roll and/or Underwriting File, which were included as footnotes to the Underwriting File and/or were separately provided in e-mail or other written correspondence from JP Morgan and

g.

Instructions, assumptions and methodologies, which are described in Attachment A.

 

For the purpose of the procedures described in this report, the Lease Documents and Borrower Rent Roll Files are hereinafter collectively referred to as the “Source Documents.”

 

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, Source Documents, ASR, Underwritten Rent Roll, Underwriting File, Underwriting Instructions and Adjustments 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 ASR, Underwritten Rent Roll or Underwriting File. We have not verified, and we make no representation as to, the appropriateness, accuracy, completeness or reasonableness of the Source Documents, ASR, Underwriting Instructions and Adjustments or any other information provided to us, or that we were instructed to obtain, as applicable, by JP Morgan, on behalf of the Depositor, upon which we relied in forming our findings. We performed no procedures to compare any information contained in any Source Document or the ASR to any information contained in any other Source Document or the ASR, except as described in Attachment A. Accordingly, we make no representation and express no opinion or conclusion as to: (a) the existence of the Mortgage Loan, (b) the ability of any Mortgage Loan borrower(s) to repay the Mortgage Loan, (c) questions of legal or tax interpretation or (d) the appropriateness, accuracy, completeness or reasonableness of any instructions, assumptions and methodologies provided to us by the Depositor or JP Morgan, on behalf of 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.

 

 

Page 3 of 3

 

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.

The value of the collateral securing the Mortgage Loan,

ii.

Whether the originator(s) of the Mortgage Loan complied with federal, state or local laws or regulations or

iii.

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.

 

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 procedure 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

 

20 May 2022

Attachment A Page 1 of 2

 

Background

 

For the purpose of the procedures described in this report, the Depositor indicated that the assets of the Issuing Entity will primarily consist of a fixed rate commercial mortgage loan (the “Mortgage Loan”) secured by a first priority mortgage lien on a commercial property (the “Collateral Property”).

 

Procedures performed and our associated findings

 

Lease Expiration and Termination Comparison Procedures

 

1.

Using:

a.

Information in the Leases and

b.

Information in the Lease Abstracts

for the Collateral Property that secures the Mortgage Loan, we compared:

i.

The lease expiration date only for the commercial tenant(s) (ordered, from largest to smallest, by the underwritten base rent revenue of each tenant) that comprise 80% of the aggregate underwritten base rent revenue (a maximum of ten tenants), as shown on the Underwritten Rent Roll, at the Collateral Property that secures the Mortgage Loan and

ii.

The lease early termination options for the ten largest commercial tenants (by underwritten base rent revenue) at the Collateral Property that secures the Mortgage Loan,

all as shown in the Source Document(s) listed above (as applicable), to the corresponding information on the Underwritten Rent Roll (or ASR if the lease early termination options are not shown on the Underwritten Rent Roll). We provided JP Morgan a list of any differences that were found (subject to the instruction(s) provided by the Depositor described below).

 

For the purpose of the lease expiration date comparison procedure, the Depositor instructed us to use a materiality threshold of +/- 90 days.

 

Underwritten Cashflow Comparison and Recalculation Procedures

 

2.

Using:

a.

Information on the Underwriting File,

b.

Information in the Source Documents,

c.

Information in the ASR,

d.

Information on the Underwritten Rent Roll and

e.

The Underwriting Instructions and Adjustments

for the Mortgage Loan, we recalculated and compared the underwritten revenue and expense line items on the Underwriting File. We provided JP Morgan a list of any differences that were found (subject to the instruction(s) provided by the Depositor described below).

 

For the purpose of this procedure, the Depositor instructed us to use a materiality threshold for each underwritten revenue and expense line item of +/- 3%, calculated as a percentage of the value as shown on the Underwriting File, which is also below $25,000.

 

 

Attachment A Page 2 of 2

 

3.

Subsequent to the performance of the procedures described in the preceding Items, JP Morgan, on behalf of the Depositor, provided us with an updated ASR, Underwritten Rent Roll and Underwriting File for the Mortgage Loan, which included updated Underwriting Instructions and Adjustments. As instructed by the Depositor, we compared the results of the recalculations or comparisons for the Mortgage Loan that are described in the preceding Items to the corresponding information on the updated ASR, Underwritten Rent Roll or Underwriting File. All such compared information was in agreement. Attached as Exhibit 1 to Attachment A is a schedule for the Mortgage Loan (the “AUP Findings Schedule”), which contains the primary Source Documents for the Mortgage Loan that were used to perform the procedures described in the preceding Items above and the results of the comparison procedures described in the preceding two sentences of this Item.

Exhibit 1 to Attachment A

 

AUP Findings Schedule

 

 

J.P. Morgan Chase Commercial Mortgage Securities Trust 2022-DATA
	The following Items 1. to 2. refer to the procedures described in Attachment A:
	Item	Description of the Procedures	Primary Source Document(s) Used	Findings
		LEASE EXPIRATION AND TERMINATION COMPARISON PROCEDURES
	1	Compare the lease expiration date (only for the commercial tenant(s) (ordered by underwritten base rent revenue of each tenant) that comprise 80% of the aggregate underwritten base rent revenue) with a maximum of ten tenants and lease early termination options (for the top ten commercial tenants by underwritten base rent revenue) that are shown in the Source Document(s) listed (as applicable) to the corresponding information on the Underwritten Rent Roll (or ASR if the lease early termination options are not shown on the Underwritten Rent Roll).  Identify any variance above a 90-day threshold.	Leases and Lease Abstracts	No Exceptions Noted
		UNDERWRITTEN CASHFLOW COMPARISON AND RECALCULATION PROCEDURES
	2	Using the information on the Underwriting File, Source Documents, ASR, Underwritten Rent Roll and the Underwriting Instructions and Adjustments (footnotes), recalculate the underwritten revenue and expense line items that are shown on the Underwriting File.  Identify any variance above a 3% and $25,000 threshold.	Underwriting File, Source Documents, ASR, Underwritten Rent Roll and Underwriting Instructions and Adjustments	No Exceptions Noted
	**N/A: Not Applicable

 

 

 

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• Arcline Completes Acquisition of Kaman (KAMN)
• Spot Bitcoin ETFs witness 5th consecutive day of outflows as halving imminent