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Form ABS-15G Natixis Commercial Mortg For: Sep 20

September 20, 2021 5:29 PM EDT

 

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: 0001693143

 

Natixis Commercial Mortgage Securities Trust 2021-APPL
(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

 

Andrew Taylor, (212) 891-5702

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 September 20, 2021, of KPMG LLP, obtained by the issuer, which report sets forth the findings and conclusions, as applicable, of KPMG LLP with respect to certain agreed-upon procedures performed by KPMG 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.

 

 

NATIXIS COMMERCIAL MORTGAGE SECURITIES LLC 

   
  (Depositor)  
 Date:  September 20, 2021    
  By: /s/ Andrew Taylor
    Name: Andrew Taylor
    Title: Managing Director

 

 

 

 

 

Exhibit 1 Agreed-upon procedures report, dated September 20, 2021, of KPMG LLP.

 

 

 

Exhibit 1

 

 

 
  KPMG LLP
Suite 900
8350 Broad Street
McLean, VA 22102

 

Independent Accountants’ Report on Applying Agreed-Upon Procedures

Natixis Real Estate Capital LLC (the “Company”)

Natixis Commercial Mortgage Securities LLC

Natixis Securities Americas LLC

BMO Capital Markets Corp.

(together, the “Specified Parties”)

Re: Natixis Commercial Mortgage Securities Trust 2021-APPL – Data File Procedures

We have performed the procedures described below on the specified attributes in an electronic data file entitled “NCMS 2021-APPL Tape.xlsx” provided by the Company on September 20, 2021, containing information on one mortgage loan and one related mortgaged property as of September 20, 2021 (the “Data File”), which we were informed are intended to be included as collateral in the offering by Natixis Commercial Mortgage Securities Trust 2021-APPL. The Company is responsible for the specified attributes identified by the Company in the Data File.

The Specified Parties have agreed to and acknowledged that the procedures performed are appropriate to meet their intended purpose of assisting specified parties in evaluating the accuracy of the specified attributes in the Data File. This report may not be suitable for any other purpose. No other parties have agreed to or acknowledged the appropriateness of these procedures for the intended purpose or any other purpose.

The procedures performed may not address all the items of interest to a specified party of this report and may not meet the needs of all specified parties of this report and, as such, specified parties are responsible for determining whether the procedures performed are appropriate for their purposes. We make no representation regarding the appropriateness of the procedures either for the intended purpose or for any other purpose.

Unless otherwise stated, the following definitions have been adopted in presenting our procedures and findings:

·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 “Cut-off Date” means September 9, 2021, as provided by the Company.
·The term “Compared Attributes” means the list of fields in the Data File which were selected by the Company for us to perform procedures for and are listed in Attachment A.
·The term “Loan Files” means the copies of source documents provided by the Company and as listed in Attachment A. We make no representation regarding the validity or accuracy of these documents.
 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 “Recomputed Attributes” means the list of fields in the Data File which were selected by the Company for us to perform recomputation procedures for and are listed in Attachment B.
·The term “Calculation Methodologies” means the formula listed in the Calculation Methodology field of Attachment B containing the calculation methodologies for the Recomputed Attributes provided by the Company.
·The term “Assumed LIBOR” means the LIBOR rate of 0.096% which we were instructed to use by the Company where applicable for the Calculation Methodologies, as applicable.
·The term “Instructions” means the instructions provided by the Company pertaining to a procedure, attribute, or methodology, as described in Attachment C.
·The term “Provided Information” means the Loan Files, Calculation Methodologies, Cut-off Date, Assumed LIBOR and Instructions.

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 Specified Parties. The Data File represents the revised information reflecting resolution of differences communicated as determined appropriate by the Specified Parties. We performed the procedures on the Data File, and the results of those procedures are reflected herein.

The procedures we were instructed by the Company to perform and the associated findings are as follows:

A.We compared the Compared Attributes in the Data File to the corresponding information set forth in the Loan Files, utilizing the Instructions, as applicable. The Specified Parties indicated that the absence of any of the information in the Loan Files or the inability to agree the indicated information from the Data File to the Loan Files for each of the attributes identified, utilizing the Instructions as applicable, constituted an exception. The document priority is the order provided by the Company, which is listed in the “Source Document(s)” column in Attachment A, with the highest priority document listed first.
B.We recomputed the Recomputed Attributes using (i) the corresponding information contained in the Data File, (ii) the Calculation Methodologies, and (iii) the Instructions.

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 Company, (ii) the physical existence of the mortgage loan and related mortgaged 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 any such 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 mortgaged property that would be material to the likelihood that the issuer of the notes 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
September 20, 2021

 

 

ATTACHMENT A

 

 

COMPARED ATTRIBUTES

 

Attribute Source Document(s)
Originator Loan Agreement
Address Title Policy, Loan Agreement, Appraisal
Property City Appraisal
Property State Appraisal
Zip Code Appraisal
County Appraisal
Property Type Appraisal
Specific Property Type Appraisal
Year Built Appraisal
Year Renovated Appraisal
Number of Units Underwritten Rent Roll, Borrower Rent Roll
Unit of Measure Underwritten Rent Roll, Borrower Rent Roll
Current Leased % Underwritten Rent Roll, Borrower Rent Roll
Leased % Source Date Underwritten Rent Roll, Borrower Rent Roll
Environmental Report Type ESA
Environmental Report Date ESA
Phase II Recommended ESA
Engineering Report Date PCR Report
Seismic Date Seismic Report
Seismic Zone Seismic Report
PML (%) Seismic Report
Earthquake Insurance Insurance Certificate
Flood Insurance Insurance Certificate
Note Date Promissory Note
First Payment Date Loan Agreement

A-1 

 

 

Attribute Source Document(s)
Initial Maturity Date Loan Agreement
Fully Extended Maturity Date Loan Agreement
Payment Due Date Loan Agreement
Specific Payment Schedule (Y/N) Loan Agreement
Rate Type Loan Agreement
Index for Floating Rate Loan Agreement
Rounding Factor Loan Agreement
Time of Rounding (Before Spread, After Spread) Loan Agreement
Rounding Direction Loan Agreement
Lookback Period Loan Agreement
LIBOR Cap Provider LIBOR Cap Confirmation
LIBOR Cap Provider Rating LIBOR Cap Confirmation
LIBOR Floor Rate LIBOR Cap Confirmation
Mortgage Loan Margin Loan Agreement
LIBOR Cap Strike Price LIBOR Cap Confirmation
Interest Accrual Basis Loan Agreement
Original Principal Balance Loan Agreement
Loan Level Cut-Off Date Balance Loan Agreement
Maturity Date Payment Loan Agreement
Spread Maintenance Date Loan Agreement
Original Prepayment Restriction Code Loan Agreement
Amortization Term (Original) Loan Agreement
Loan Term (Original) Loan Agreement
IO Period Loan Agreement
Fully Extended Term (Original) Loan Agreement
Loan Amortization Type Loan Agreement
Extension Options Loan Agreement
Extension Option Conditions Loan Agreement
Market Value "As Is" Appraisal

A-2 

 

 

Attribute Source Document(s)
Market Value "As Is" Date Appraisal
2020 Revenues Underwritten Cash Flow
2020 Total Expenses Underwritten Cash Flow
Most Recent Revenues Underwritten Cash Flow
Most Recent Total Expenses Underwritten Cash Flow
Most Recent NOI Date Underwritten Cash Flow
As-Is UW Revenues Underwritten Cash Flow
As-Is UW Expenses Underwritten Cash Flow
As-Is UW Replacement Reserve Underwritten Cash Flow
Largest Tenant Underwritten Rent Roll
Largest Tenant Unit Size Underwritten Rent Roll
Largest Tenant Lease Expiration Underwritten Rent Roll
2nd Largest Tenant Underwritten Rent Roll
2nd Largest Tenant Unit Size Underwritten Rent Roll
2nd Largest Tenant Lease Expiration Underwritten Rent Roll
3rd Largest Tenant Underwritten Rent Roll
3rd Largest Tenant Unit Size Underwritten Rent Roll
3rd Largest Tenant Lease Expiration Underwritten Rent Roll
Lien Position Title Policy
Title Vesting (Fee/Leasehold/Both) Title Policy
Ground Lease Expiration Ground Lease, Loan Agreement
Ground Lease Extension Options Ground Lease, Loan Agreement
Ground Lease Fully Extended Expiration Ground Lease, Loan Agreement
Annual Ground Lease Payment Ground Lease, Loan Agreement
Ground Lease Escalation Terms Ground Lease, Loan Agreement
Single Purpose Borrower (Y/N) Loan Agreement
Borrower Name Loan Agreement
Sponsor Guaranty
Guarantor Guaranty

A-3 

 

 

Attribute Source Document(s)
Property Manager Management Agreement
Type of Lockbox Loan Agreement
Cash Management (Springing/In-Place) Loan Agreement
Cash Management Trigger Event Loan Agreement
Tax and Insurance Reserve (Initial) Closing Statement, Loan Agreement
Tax and Insurance Reserve (Monthly) Closing Statement, Loan Agreement
Replacement Reserve (Initial) Closing Statement, Loan Agreement
Replacement Reserve (Monthly) Closing Statement, Loan Agreement
Replacement Reserve Cap Loan Agreement
TI/LC Reserve (Initial) Closing Statement, Loan Agreement
TI/LC Reserve (Monthly) Closing Statement, Loan Agreement
TI/LC Reserve Cap Loan Agreement
Pari Passu Debt (Y/N) Loan Agreement, Promissory Note
Cut-off Balance Pari Passu (Non-Trust) Loan Agreement, Promissory Note
Total Pari Passu Original Principal Balance Loan Agreement, Promissory Note
Total Pari Passu Cut-Off Date Principal Balance Loan Agreement, Promissory Note
Remaining Pari Passu Balance Loan Agreement, Promissory Note
Future Funding Conditions Loan Agreement
Total Pari Passu Principal Balance Loan Agreement, Promissory Note
Existing Subordinate Secured Debt (Y/N) Loan Agreement
Existing Mezzanine Debt (Y/N) Mezzanine Loan Agreement
Mezzanine Debt Original Principal Balance Mezzanine Loan Agreement, Mezzanine Promissory Note
Mezzanine Debt Cut-Off Date Principal Balance Mezzanine Loan Agreement, Mezzanine Promissory Note
Mezzanine Debt Maturity Principal Balance Mezzanine Loan Agreement, Mezzanine Promissory Note
Additional Debt - Floor Mezzanine Loan Agreement
Additional Debt - Margin Mezzanine Loan Agreement
Additional Debt - Strike Price Mezzanine Loan Agreement

A-4 

 

 

Attribute Source Document(s)
Additional Debt - Interest Accrual Basis Mezzanine Loan Agreement
Additional Debt - Amortization Term (Original) Mezzanine Loan Agreement
Additional Debt -Loan Term (Original) Mezzanine Loan Agreement
Additional Debt - IO Period Mezzanine Loan Agreement
Additional Debt Fully Extended Term (Original) Mezzanine Loan Agreement
Additional Debt - Loan Amortization Type Mezzanine Loan Agreement
Additional Debt Extension Options Mezzanine Loan Agreement
Additional Debt Extension Option Conditions Mezzanine Loan Agreement
Additional Debt - ARD Loan (Y/N) Mezzanine Loan Agreement
Additional Debt - ARD Mortgage Rate After ARD Mezzanine Loan Agreement
Additional Debt - Maturity Date or Anticipated Repayment Date Mezzanine Loan Agreement
Loan Purpose Closing Statement
Partial Release Loan Agreement
Partial Release Description Loan Agreement
Trustee & Paying Agent Fee Provided by the Company
CREFC Fee Provided by the Company
Operating Advisor Fee Provided by the Company
Primary Servicer Fee Provided by the Company
Master Servicer Fee Provided by the Company

A-5 

 

ATTACHMENT B

 

 

RECOMPUTED ATTRIBUTES

 

 


Attribute
Calculation Methodology
Trust Monthly Debt Service Amount Loan Level Cut-Off Date Balance multiplied Current Rate multiplied by 365/360 divided by 12.
Current Rate Sum of Mortgage Loan Margin and Assumed LIBOR.
Cut-Off Date Balance Per Unit/SF Loan Level Cut-Off Date Balance divided by Number of Units.
Remaining Prepayment Restriction Code Original Prepayment Restriction Code minus Seasoning from the number of months of spread maintenance.
Amortization Term (Remaining) Amortization Term (Original) minus Seasoning.
Loan Term (Remaining) Loan Term (Original) minus Seasoning.
Fully Extended Term (Remaining) Fully Extended Term (Original) minus Seasoning.
Seasoning Number of payments between and including the First Payment Date and the Cut-off Date.
Cut-Off Date LTV Ratio Loan Level Cut-Off Date Balance divided by Market Value "As Is".
Maturity Date LTV Maturity Date Payment divided by Market Value "As Is".
As-Is UW NOI DSCR As-Is UW NOI divided by Pari Passu Current Annual Debt Service.
As-Is UW NCF DSCR As-Is UW NCF divided by Pari Passu Current Annual Debt Service.
As-Is Cut-Off Date UW NOI Debt Yield As-Is UW NOI divided by Loan Level Cut-Off Date Balance.
As-Is Cut-Off Date UW NCF Debt Yield As-Is UW NCF divided by Loan Level Cut-Off Date Balance.
2020 NOI 2020 Revenues minus 2020 Total Expenses.
Most Recent NOI Most Recent Revenues minus Most Recent Total Expenses.
As-Is UW NOI As-Is UW Revenues minus As-Is UW Expenses.
As-Is UW NCF As-Is UW NOI minus As-Is UW Replacement Reserve.
Trust Component % of Pari Passu Original Principal Balance divided by Total Pari Passu Original Principal Balance.

B-1 

 

 


Attribute
Calculation Methodology
Pari Passu Current Annual Debt Service Trust Monthly Debt Service Amount rounded to two decimals and multiplied by 12.
Additional Debt - Current Rate Sum of Additional Debt - Margin and Assumed LIBOR.
Additional Debt - Loan Term (Remaining) Additional Debt -Loan Term (Original) minus Seasoning.
Additional Debt Fully Extended Term (Remaining) Additional Debt Fully Extended Term (Original) minus Seasoning.
Additional Debt - Seasoning Number of payments between and including the first payment date of the mezzanine loan and the Cut-off Date.
Additional Debt Current Annual Debt Service Mezzanine Debt Cut-Off Date Principal Balance multiplied by Additional Debt - Current Rate multiplied by 365/360.
Total Debt Cut-off Date Balance Sum of Loan Level Cut-Off Date Balance and Mezzanine Debt Cut-Off Date Principal Balance.
Total Debt Cut-off Date Balance PSF Total Debt Cut-off Date Balance divided by Number of Units.
Total Debt Maturity Balance Sum of Maturity Date Payment and Mezzanine Debt Maturity Principal Balance.
Total Debt Current Annual Debt Service Sum of Pari Passu Current Annual Debt Service and Additional Debt Current Annual Debt Service.
Total Debt Cut-Off Date LTV Ratio Total Debt Cut-off Date Balance divided by Market Value "As Is".
Total Debt As-Is UW NCF DSCR As-Is UW NCF divided by Total Debt Current Annual Debt Service.
Total Debt Cut-Off Date UW NOI Debt Yield As-Is UW NOI divided by Total Debt Cut-off Date Balance.
Total Servicer Fee Sum of Operating Advisor Fee, Primary Servicer Fee and Master Servicer Fee.
Total Admin. Fee Total Servicer Fee plus Trustee & Paying Agent Fee plus CREFC Fee.
Net Mortgage Loan Margin Mortgage Loan Margin minus Total Admin. Fee.

B-2 

 

ATTACHMENT C

 

 

INSTRUCTIONS

 

1.For those Compared Attributes or with the Source Document indicated as “Provided by the Company” we were instructed by the Company to assume the attribute is accurate and not perform any procedure.

 

C-1 

 



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