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): [_]

 

 

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

 

Central Index Key Number of depositor: 0001026214

 

Federal Home Loan Mortgage Corporation (as issuer of the Structured Pass-Through Certificates, Series K-758) and FREMF 2024-K758 Mortgage Trust
(Exact name of issuing entity as specified in its charter)

 

Central Index Key Number of issuing entity (if applicable): 0001026214

 

Central Index Key Number of underwriter (if applicable): ___________

 

Jason Griest (703) 903-2000
(Name and telephone number, including area code,
of the person to contact in connection with this filing)

 

 

 

 

 

INFORMATION TO BE INCLUDED IN THE REPORT

 

 

PART I: REPRESENTATION AND WARRANTY INFORMATION

 

N/A

 

PART II: 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

 

See Report of Independent Accountants on Applying Agreed-Upon Procedures, dated November 5, 2024, of PricewaterhouseCoopers LLP, attached as Exhibit 99.1 to this report.

 

 

 

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:  November 5, 2024

Federal Home Loan Mortgage Corporation,

as Depositor with respect to the Structured
Pass-Through Certificates, Series K-758,
and as Securitizer with respect to the
FREMF 2024-K758 Mortgage Trust

 

 

By: /s/ Jason Griest                 

Name: Jason Griest

Title: Vice President–Multifamily Securitization

   

 

 

 

 

EXHIBIT INDEX

 

Exhibit 99.1 Report of Independent Accountants on Applying Agreed-Upon Procedures, dated November 5, 2024, of PricewaterhouseCoopers LLP.

 

 

 

 

Exhibit 99.1

  [PWC Logo]

 

Report of Independent Accountants on Applying

Agreed-Upon Procedures

 

Federal Home Loan Mortgage Corporation (the “Company”)

8200 Jones Branch Drive

McLean, VA 22102

 

We (“us” or “PwC”) have performed the procedures enumerated below, which were agreed to by the Company (as the engaging party), Banc of America Merrill Lynch Commercial Mortgage Inc. and BofA Securities, Inc., who are collectively referred to herein as the “Specified Parties”, solely to assist you in performing certain procedures related to the accuracy of certain attributes and calculations included in the Final Data File (defined below). The procedures were performed with respect to the Freddie Mac Structured Pass-Through Certificates, Series K-758 and Multifamily Mortgage Pass-Through Certificates, Series 2024-K758 (the “Transaction”). The Company (the “Responsible Party”) is responsible for the accuracy of the information contained in the Final Data File.

 

In an agreed-upon procedures engagement, we perform specific procedures that the Specified Parties have agreed to and acknowledged to be appropriate for the intended purpose of the engagement and we report on findings based on the procedures performed. The procedures performed may not address all the items of interest to a user of this report and may not meet the needs of all users of this report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes. The Specified Parties have agreed to and acknowledged that the procedures performed are appropriate for their purposes. This report may not be suitable for any other purpose.

 

Procedures and Findings

 

In connection with the Transaction, the Specified Parties have requested that the procedures be performed on 26 mortgage loans (the “Mortgage Loan Assets”) secured by 26 mortgaged properties (the “Mortgaged Properties”) which represents the entire population of Mortgage Loan Assets and Mortgaged Properties (collectively the “Collateral”) within the Transaction.

 

This agreed-upon procedures engagement was not conducted for the purpose of satisfying any criteria for due diligence published by a nationally recognized statistical rating organization.

 

In addition, PwC should not be regarded as having in any way warranted or given any assurance as to the following items:

 

· The completeness, accuracy, appropriateness, quality or integrity of any of the information provided by the Responsible Party, or any other party for purposes of PwC performing the procedures agreed to by the Specified Parties. The procedures performed would not necessarily reveal any material misstatement of the amounts, balances, ratios, percentages or other relationships of the information included in the data provided to us;
· The conformity of the origination of the assets to stated underwriting or credit extension guidelines, standards, criteria or other requirements;
· The value of collateral securing such assets; and
· The compliance of the originator of the assets with federal, state, and local laws and regulations.

 

We have not performed any procedures with respect to the fair value of the securities being offered in the Transaction and PwC expresses no opinion on the current fair value of these securities. PwC

PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017

 

T: (646) 471-3000, F: (813)-286-6000 www.pwc.com

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should not be regarded as having performed any procedures other than those detailed in this report.

 

With respect to any terms or requirements of the Transaction documents that do not appear in this report, we performed no procedures and, accordingly, the procedures we performed would not ensure that any requirements are satisfied. Further, we have performed only the following agreed-upon procedures and therefore make no representations regarding the adequacy of disclosures or whether any material facts have been omitted from the Transaction documents.

 

It should be understood that we make no representations as to:

 

· The interpretation of Transaction documents (including, but not limited to, indenture agreements or offering documents) included in connection with our procedures;
· Your compliance with Rule 15Ga-2 of the Securities Exchange Act of 1934;
· The reasonableness of any of the assumptions provided by the Company or other Specified Parties.

 

These procedures should not be taken to supplant any additional inquiries or procedures that the Specified Parties would undertake in consideration of the Transaction.

 

For the purpose of this report:

 

· The phrase “Cut-off Date” refers to the date of November 1, 2024.

 

· The phrase “Final Data File” refers to the following Microsoft Excel (“Excel”) file provided by the Company, which includes certain attributes related to the Collateral. The Final Data File was provided on November 4, 2024 with certain Collateral attribute calculations adjusted for the Cut-off Date:

 

o K758 - Red Data Tape.xlsm (provided on November 4, 2024).
· The phrase “Specified Attributes” refers to the fields in the Final Data File.

 

· The phrase “Source Document” refers to the documents (including any applicable amendments, assumptions or exhibits thereof) provided by the Company, related to the information contained in the Final Data File.

 

· The phrase “Loan File” refers to any Source Document or collection of Source Documents provided by the Company, and used by us, in performing the procedures enumerated below.

 

· The term “compared” refers to the comparison of one or more Specified Attributes to Source Documents, as indicated within Exhibit A.

 

· The term “recalculated” refers to a re-computation of one or more Specified Attributes using the Company provided methodology, as indicated within Exhibit B.

 

· The phrase “in agreement” refers to the comparison or recalculation of one or more Specified Attributes which resulted in a match, or a difference that was within the Company provided tolerance level (if any), as indicated within Exhibit A.

 

· The term “Methodologies” refers to the instructions provided by the Company pertaining to a Specified Attribute, as described in Exhibit C.

 

 

PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017

 

T: (646) 471-3000, F: (813)-286-6000 www.pwc.com

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Source Documents included in the Loan File:

 

· The phrase “Appraisal Report” refers to a signed appraisal document.

 

· The phrase “Cash Management Agreement” refers to a signed cash management agreement, and/or any riders thereof.

 

· The phrase “Commitment Letter” refers to the Freddie Mac loan summary presenting loan terms and fees.

 

· The phrase “CRA Report” refers to the listing, which summarizes the number of affordable low income units less than or equal to 80%, 60% and 50% of Area Median Income (AMI) for each property and all properties qualifying as green advantage, as tracked internally by the Company.

 

· The phrase “Cross Collateralization Agreement” refers to the signed cross collateralization agreement, and/or any riders thereof.

 

· The phrase “Engineering Report” refers to a signed property condition assessment document, post construction analysis report, or physical risk report.

 

· The phrase “Environmental Report” refers to a signed phase I and phase II (if applicable) environmental document.

 

· The phrase “Fee Schedule” refers to the documentation for the Master Servicing Fee, Trustee Fee, Master Servicing Surveillance Fee, Special Servicing Surveillance Fee and CREFC Royalty Fee related to the Transaction.

 

· The phrase “Flood Zone Determination” refers to the standard flood hazard determination form indicating “Yes” or “No” for the special flood hazard area.

 

· The phrase “FM UW Schedule” refers to the historical and pro-forma cash flow statements prepared by the Freddie Mac underwriting team.

 

· The phrase “FRE Form 1115” refers to the borrower certificate of financial conditions.

 

· The phrase “Ground Lease” refers to the signed ground lease agreement, ground lease estoppel, and/or any assumptions or riders thereof.

 

· The phrase “Guaranty Agreement” refers to the guaranty, and/or any riders or assumptions thereof.

 

· The phrase “Insurance Summary” refers to the Certificate of Insurance and/or Evidence of Property Insurance for the Collateral, indicating a “Yes” or “No” for each insurance field.

 

· The phrase “Investment Brief” refers to the Freddie Mac underwriting file.

 

· The phrase “Legal Affordability Summary Report” refers to the listing, which summarizes the regulatory agreements.

 

· The phrase “Letter of Credit Agreement” refers to the signed original letter of credit, release of letter of credit and letter of credit agreement.

 

· The phrase “List of All Escrows” refers to the settlement escrow summary.

PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017

 

T: (646) 471-3000, F: (813)-286-6000 www.pwc.com

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· The phrase “Loan Agreement” refers to the signed loan agreement, other security agreements, or the equivalent, and/or any assumptions or riders thereof.

 

· The phrase “MSA Report” refers to the listing, which summarizes the metropolitan statistical area for each property.

 

· The phrase “Non-Consolidation Opinion” refers to the opinion of counsel indicating a non-consolidation requirement.

 

· The phrase “Promissory Note” refers to the promissory note, or the equivalent, and/or any assumptions or riders thereof.

 

· The phrase “Property Inspection and Lease Audit” refers to the property inspection and lease audit document.

 

· The phrase “Property Management Agreement” refers to the assignment of property management agreement or original property management agreement and/or any riders thereof.

 

· The phrase “Rent Roll” refers to the rent roll document.

 

· The phrase “Seismic Report” refers to a signed seismic assessment document.

 

· The phrase “Senior Loan Documents” refers to the senior lien loan agreement, senior lien mortgage note, or any other document related to the respective loan’s senior debt.

 

· The phrase “Servicing Report” refers to the servicing statements combined by the Company.

 

· The phrase “Subordinate Loan Documents” refers to the junior lien loan agreement, junior lien mortgage note, or any other document related to the respective loan’s subordinate debt.

 

· The phrase “Title Policy” refers to the signed title policy.

 

· The phrase “Zoning Report” refers to a signed zoning document.

 

The procedures performed and results thereof are described below. In performing this engagement, we received one or more preliminary data file(s) and performed certain procedures as set forth in Exhibit A, Exhibit B and Exhibit C. The procedures identified differences, which were communicated to the Responsible Party. The Responsible Party revised one or more of the preliminary data file(s) based on such communicated differences, where they determined it to be appropriate. We then performed these procedures on the Final Data File, and the results of those procedures are described below.

 

From October 4, 2024 through November 4, 2024, the Company provided us with the Source Documents related to the Collateral for which we:

· Compared certain Specified Attributes to the corresponding Source Documents as detailed in Exhibit A and found them to be in agreement (the “Compared Attributes”);
· Recalculated certain Specified Attributes as detailed in Exhibit B and found them to be in agreement (the “Recalculated Attributes”); or
· Assumed certain Specified Attributes were accurate as instructed by the Company, and neither compared nor recalculated the Specified Attributes (the “Company Provided Attributes”).

PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017

 

T: (646) 471-3000, F: (813)-286-6000 www.pwc.com

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· Applied Methodologies to certain Specified Attributes, as detailed in Exhibit C.

 

The recalculation methodology associated with the Recalculated Attributes is listed in Exhibit B. For each procedure where a recalculation was performed, if necessary, we compared the underlying attributes to the corresponding Source Documents and found them to be in agreement. We did not perform any procedures with respect to the Specified Attributes denoted with a Source Document of “None - Company Provided”, in Exhibit A.

 

This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. We were not engaged to, and did not conduct an audit or an examination engagement, the objective of which would be the expression of an opinion, or a review engagement, the objective of which would be the expression of a conclusion, on the Final 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 to you.

 

In performing this engagement, we are required to be independent of the Responsible Party and to meet our ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.

 

This report is intended solely for the information and use of the Specified Parties (including for purposes of substantiating the Specified Parties’ “due diligence defense” under the Securities Act of 1933), and is not intended to be and should not be used by anyone other than the Specified Parties.

 

If a party has obtained, or has access to, this report without having executed an agreement with PwC wherein such party accepts responsibility for the appropriateness of the procedures performed (such party is herein referred to as a “Non-Specified Party”), that Non-Specified Party cannot:

 

· Rely upon this report, and any use of this report by that Non-Specified Party is its sole responsibility and at its sole and exclusive risk;
· Acquire any rights or claims against PwC, and PwC assumes no duties or obligations to such Non-Specified Party.

 

A Non-Specified Party may not disclose or distribute this report or any of the report’s contents to any

other party (including but not limited to electronic distribution and/or posting to a website pursuant to Rule 17G-5 of the Securities Exchange Act of 1934).

 

The procedures enumerated above were performed as of the date of this report, and we disclaim any consideration of any events and circumstances occurring after the date of this report. Further, we have no obligation to update this report because of events occurring, or data or information coming to our attention, subsequent to the date of this report.

 

 

 

 

/s/ PricewaterhouseCoopers LLP

 

New York, NY

 

November 5, 2024

PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017

 

T: (646) 471-3000, F: (813)-286-6000 www.pwc.com

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Exhibits

 

 

 

Exhibit A - Loan File Review Procedures

 

Exhibit B - Recalculation Methodology

 

Exhibit C - Methodologies Provided by the Company

 

  

 

 

 

 

PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017

 

T: (646) 471-3000, F: (813)-286-6000 www.pwc.com

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Freddie Mac Structured Pass-Through Certificates, Series K-758 EXHIBIT A
Loan File Review Procedures  

 

Exhibit A – Loan File Review Procedures

 

# Specified Attribute Source Document (in order of priority) Tolerance
1 Annex # None - Company Provided None
2 Loan Group None - Company Provided None
3 Freddie Mac Loan Number Commitment Letter; Promissory Note; Loan Agreement; Investment Brief None
4 Property Name None - Company Provided None
5 Optigo Lender Promissory Note; Loan Agreement None
6 Address (Street) Appraisal Report; Engineering Report None
7 City Appraisal Report; Engineering Report None
8 County Appraisal Report; Engineering Report None
9 State Appraisal Report; Engineering Report None
10 Metropolitan Statistical Area MSA Report None
11 Zip Code Appraisal Report; Engineering Report None
12 Property Type Appraisal Report None
13 Property Sub-Type Appraisal Report; Property Inspection and Lease Audit; Investment Brief; Loan Agreement None
14 Cut-off Date None - Company Provided None
15 Original Principal Balance Promissory Note None
16 Cut-off Balance Recalculation; Servicing Report None
17 Maturity Balance Recalculation $1.00
18 % of Cut-off Date Pool Balance Recalculation None
19 % of Cut-off Date Loan Group Balance Recalculation None
20 Note Date Promissory Note None
21 Note Rate Promissory Note None
22 Rate Type Promissory Note None
23 Interest Calculation Promissory Note None
24 Monthly Debt Service Promissory Note None
25 Monthly Debt Service (IO) Recalculation None
26 First Payment Date Promissory Note None
27 Maturity Date Promissory Note None
28 Payment Date Promissory Note None
29 Late Charge Grace Period (# of days) Promissory Note None
30 Amortization Type Promissory Note None
31 Original Amortization Term (months) Promissory Note None
32 Original Loan Term (months) Recalculation None

PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017

 

T: (646) 471-3000, F: (813)-286-6000 www.pwc.com

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Freddie Mac Structured Pass-Through Certificates, Series K-758 EXHIBIT A
Loan File Review Procedures  

 

 

# Specified Attribute Source Document (in order of priority) Tolerance
33 Remaining Amortization Recalculation None
34 Remaining Term Recalculation None
35 Seasoning as of Cut Off Date Recalculation None
36 Interest Only Term Recalculation None
37 Prepay Provision Description Promissory Note; Loan Agreement None
38 Defease To Maturity (Y/N) Loan Agreement None
39 Partial Defeasance Permitted (Y/N) Loan Agreement None
40 Appraised Value Appraisal Report None
41 Appraised Value Type Appraisal Report None
42 Appraisal Firm Appraisal Report None
43 Appraisal Date Appraisal Report None
44 Year Built Appraisal Report; Engineering Report None
45 Year Renovated Appraisal Report; Engineering Report None
46 Number of Units Rent Roll; Appraisal Report; Investment Brief; Loan Agreement None
47 Affordable LI Units (<=80% AMI) CRA Report None
48 Affordable LI Units (<=60% AMI) CRA Report None
49 Affordable VLI Units (<=50% AMI) CRA Report None
50 Unit of Measure Rent Roll; Investment Brief; Appraisal Report; Loan Agreement None
51 Cut-off Balance Per Unit Recalculation None
52 # Units - Commercial Investment Brief; Appraisal Report None
53 Elevator (Y/N) Appraisal Report; Engineering Report None
54 FIRREA Eligible (Y/N) Appraisal Report None
55 Zoning Status Zoning Report; Appraisal Report None
56 Lien Position Title Policy None
57 Fee Simple/Leasehold Loan Agreement None
58 Ground Lease Rent Ground Lease $1.00
59 Ground Lease Expiration Date Ground Lease None
60 Ground Lease Expiration Date w/ Extensions Ground Lease None
61 LTV at Cutoff Recalculation 0.10%
62 LTV at Maturity Recalculation 0.10%
63 U/W EGI FM UW Schedule $1.00
64 U/W Expenses FM UW Schedule $1.00
65 U/W NOI Recalculation $1.00
66 Underwritten Annual Reserves FM UW Schedule $1.00
67 U/W NCF Recalculation $1.00

PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017

 

T: (646) 471-3000, F: (813)-286-6000 www.pwc.com

8  
   

 

Freddie Mac Structured Pass-Through Certificates, Series K-758 EXHIBIT A
Loan File Review Procedures  

 

 

# Specified Attribute Source Document (in order of priority) Tolerance
68 U/W DSCR (NCF) Recalculation 0.01
69 U/W IO DSCR (NCF) Recalculation 0.01
70 Most Recent Period Ending FM UW Schedule None
71 Most Recent EGI FM UW Schedule $1.00
72 Most Recent Expenses FM UW Schedule $1.00
73 Most Recent NOI Recalculation $1.00
74 Most Recent NCF FM UW Schedule $1.00
75 Most Recent DSCR (NCF) Recalculation 0.01
76 2nd Most Recent Period Ending FM UW Schedule None
77 2nd Most Recent EGI FM UW Schedule $1.00
78 2nd Most Recent Expenses FM UW Schedule $1.00
79 2nd Most Recent NOI Recalculation $1.00
80 2nd Most Recent NCF FM UW Schedule $1.00
81 2nd Most Recent DSCR (NCF) Recalculation 0.01
82 3rd Most Recent Period Ending FM UW Schedule None
83 3rd Most Recent EGI FM UW Schedule $1.00
84 3rd Most Recent Expenses FM UW Schedule $1.00
85 3rd Most Recent NOI Recalculation $1.00
86 3rd Most Recent NCF FM UW Schedule $1.00
87 3rd Most Recent DSCR (NCF) Recalculation 0.01
88 Occupancy Rate Recalculation 0.10%
89 Occupancy as of Date Rent Roll None
90 Monthly Rent per Unit Recalculation $5.00
91 Tenant Concentration Type Property Inspection and Lease Audit; Investment Brief; Loan Agreement; Appraisal None
92 % of Tenant Concentration Property Inspection and Lease Audit; Investment Brief; Loan Agreement; Appraisal 0.10%
93 Non-Compliance Provisions (Y/N) Loan Agreement None
94 Regulatory Agreement (Y/N) Legal Affordability Summary Report; Loan Agreement None
95 Rental Subsidy Indicator (Y/N) None - Company Provided None
96 Rental Subsidy Type None - Company Provided None
97 Regulatory Agency/Housing Authority/Regulatory Agreement Counterparty Legal Affordability Summary Report None
98 Type of Regulatory Agreement Legal Affordability Summary Report None
99 Description of Regulatory Agreement(s) Legal Affordability Summary Report None
100 % Units with Income Restrictions Legal Affordability Summary Report None

PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017

 

T: (646) 471-3000, F: (813)-286-6000 www.pwc.com

9  
   

 

Freddie Mac Structured Pass-Through Certificates, Series K-758 EXHIBIT A
Loan File Review Procedures  

 

 

# Specified Attribute Source Document (in order of priority) Tolerance
101 % Units with Rent Restrictions Legal Affordability Summary Report None
102 HAP Maturity Date Legal Affordability Summary Report None
103 Condo Ownership (% or N/A) Loan Agreement None
104 Amount Sq. Ft - Commercial Appraisal Report; Investment Brief; Rent Roll None
105 % of GPR from Commercial Rental Income Recalculation None
106 Environmental Firm Environmental Report None
107 Phase I Environmental Report Date Environmental Report None
108 Phase II Recommended (Y/N) Environmental Report; Engineering Report None
109 Phase II Performed (Y/N) Environmental Report; Engineering Report None
110 Phase II Environmental Report Date Environmental Report None
111 Environmental Cost to Cure (Phase I plus Phase II) Environmental Report None
112 Engineering Firm Engineering Report None
113 Engineering Report Date Engineering Report None
114 Immediate Repairs Cost Estimate Engineering Report None
115 Replacement Reserves Cost Estimate per Year Engineering Report None
116 Seismic Firm Seismic Report None
117 Seismic Report Date Seismic Report None
118 Elevated Seismic Hazard Region or PGA ≥ 0.15g (Y/N) Engineering Report; Seismic Report None
119 PML Report Required (Y/N) Engineering Report; Seismic Report None
120 PML (%) Seismic Report None
121 Green Advantage Loan Agreement; CRA Report None
122 Tax Reserve - Current Balance ($ or N/A) Servicing Report $1.00
123 Tax Reserve - Initial Deposit ($ or N/A) Loan Agreement; Servicing Report; List of All Escrows $1.00
124 Tax Reserve - Contractual Payment ($ or N/A) Loan Agreement; Servicing Report; List of All Escrows $1.00
125 Insurance Reserve - Current Balance ($ or N/A) Servicing Report $1.00
126 Insurance Reserve - Initial Deposit ($ or N/A) Loan Agreement; Servicing Report; List of All Escrows $1.00
127 Insurance Reserve - Contractual Payment Loan Agreement; Servicing Report; List of All Escrows $1.00
128 Engineering Reserve - Current Balance ($ or N/A) Servicing Report $1.00
129 Engineering Reserve - Initial Deposit ($ or N/A) Loan Agreement; Servicing Report $1.00

PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017

 

T: (646) 471-3000, F: (813)-286-6000 www.pwc.com

10  
   

 

Freddie Mac Structured Pass-Through Certificates, Series K-758 EXHIBIT A
Loan File Review Procedures  

 

 

# Specified Attribute Source Document (in order of priority) Tolerance
130 Engineering Reserve - Contractual Payment ($ or N/A) Loan Agreement; Servicing Report $1.00
131 Replacement Reserve - Current Balance ($ or N/A) Servicing Report $1.00
132 Replacement Reserve - Initial Deposit ($ or N/A) Loan Agreement; Servicing Report $1.00
133 Replacement Reserve - Contractual Payment ($ or N/A) Loan Agreement; Servicing Report $1.00
134 Replacement Reserve - Contractual - Cap ($ or N/A) Loan Agreement; Servicing Report $1.00
135 Other Reserve - Current Balance ($ or N/A) Servicing Report $1.00
136 Other Reserve - Initial Deposit ($ or N/A) Loan Agreement; Servicing Report; List of All Escrows $1.00
137 Other Reserve Description Loan Agreement; Servicing Report; List of All Escrows None
138 Other Reserve - Contractual Payment ($ or N/A) Loan Agreement; Servicing Report; List of All Escrows $1.00
139 Other Reserve - Contractual - Cap ($ or N/A) Loan Agreement; Servicing Report; List of All Escrows $1.00
140 Springing Reserve Name Loan Agreement; Servicing Report None
141 Springing Reserve Amount ($ or N/A) Loan Agreement; Servicing Report $1.00
142 Springing Reserve Description Loan Agreement; Servicing Report None
143 Letter of Credit Amount Loan Agreement; Letter of Credit Agreement $1.00
144 Letter of Credit Description Loan Agreement; Letter of Credit Agreement None
145 Are Escrows/Reserves LOC or can be converted to LOC (Y/N) Loan Agreement None
146 Specify Accounts for Escrows/Reserves LOC Loan Agreement None
147 Environmental Insurance (Y/N) Insurance Summary None
148 Environmental Insurance Expiration Date None - Company Provided None
149 Environmental Insurance Carrier (Name or N/A) None - Company Provided None
150 Environmental Insurance Carrier Rating None - Company Provided None
151 Environmental Insurance Coverage ($ or N/A) None - Company Provided None
152 Flood Insurance (Y/N) Insurance Summary; Flood Zone Determination None
153 Windstorm Insurance (Y/N) Insurance Summary None
154 Earthquake Insurance Required (Y/N) Seismic Report; Insurance Summary None
155 Terrorism Insurance (Y/N) Insurance Summary None
156 Terrorism Insurance Expiration Date None - Company Provided None

PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017

 

T: (646) 471-3000, F: (813)-286-6000 www.pwc.com

11  
   

 

Freddie Mac Structured Pass-Through Certificates, Series K-758 EXHIBIT A
Loan File Review Procedures  

 

 

# Specified Attribute Source Document (in order of priority) Tolerance
157 Terrorism Insurance Coverage ($ or N/A) None - Company Provided None
158 Terrorism Insurance Deductible ($ or N/A) None - Company Provided None
159 Terrorism Insurance Carrier (Name or N/A) None - Company Provided None
160 Terrorism Insurance Carrier Rating None - Company Provided None
161 Property Insurance Coverage (Y/N) Insurance Summary None
162 Property Insurance Expiration Date None - Company Provided None
163 Property Insurance Carrier (Name or N/A) None - Company Provided None
164 Property Insurance Carrier Rating None - Company Provided None
165 Property Insurance Coverage ($ or N/A) None - Company Provided None
166 Property Insurance Deductible ($ or N/A) None - Company Provided None
167 Liability Insurance Coverage (Y/N) Insurance Summary None
168 Liability Insurance Expiration Date None - Company Provided None
169 Liability Insurance Carrier (Name or N/A) None - Company Provided None
170 Liability Insurance Carrier Rating None - Company Provided None
171 Liability Insurance Coverage ($ per occurrence/$ aggregate or N/A) None - Company Provided None
172 Liability Insurance Deductible ($ or N/A) None - Company Provided None
173 Cash Management (Description or N/A) Loan Agreement; Cash Management Agreement None
174 Lockbox (Y/N) Loan Agreement; Cash Management Agreement None
175 Additional Financing In Place (existing) (Y/N) Senior Loan Documents; Subordinate Loan Documents; Loan Agreement None
176 Additional Financing Amount (existing) Senior Loan Documents; Subordinate Loan Documents; Loan Agreement None
177 Additional Financing Description (existing) Senior Loan Documents; Subordinate Loan Documents; Loan Agreement None
178 CDCR (Combined DCR) Recalculation 0.01
179 CLTV (Combined LTV) Recalculation 0.10%
180 Future Mezzanine Debt (Y/N) Loan Agreement None
181 Future Secondary Financing (Y/N) Loan Agreement None
182 Future Secondary Financing Description Loan Agreement None

PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017

 

T: (646) 471-3000, F: (813)-286-6000 www.pwc.com

12  
   

 

Freddie Mac Structured Pass-Through Certificates, Series K-758 EXHIBIT A
Loan File Review Procedures  

 

 

# Specified Attribute Source Document (in order of priority) Tolerance
183 Substitution Permitted (Y/N) Loan Agreement; Cross Collateralization Agreement None
184 Number of Properties per Loan Loan Agreement; Appraisal Report None
185 Collateral Release Price ($ or N/A) Cross Collateralization Agreement; Loan Agreement $1.00
186 Crossed Loans Cross Collateralization Agreement; Loan Agreement None
187 Release (Y or N or N/A) Cross Collateralization Agreement; Loan Agreement None
188 Release Provisions (Description or N/A) Cross Collateralization Agreement; Loan Agreement None
189 Loan Purpose Loan Agreement; Investment Brief None
190 Borrowing Entity Promissory Note; Loan Agreement None
191 Entity Type Promissory Note; Loan Agreement None
192 State of Organization Promissory Note; Loan Agreement None
193 Borrower Principal None - Company Provided None
194 Affiliated Borrowers Group Name Recalculation None
195 Borrower Type Loan Agreement None
196 Tenants In Common (Y/N) Loan Agreement None
197 Delaware Statutory Trust (Y/N) Loan Agreement None
198 Independent Director (Y/N) Loan Agreement None
199 Non-Consolidation Opinion (Y/N) Non-Consolidation Opinion; Commitment Letter None
200 Assumption Fee Loan Agreement None
201 Recourse(Y/N) Promissory Note; Loan Agreement None
202 Recourse Description Promissory Note; Loan Agreement None
203 Bad Boy Indemnitor / Guarantor Guaranty Agreement None
204 Environmental Indemnitor (Name or N/A) Recalculation None
205 Environmental Carveout (Y/N) Promissory Note; Loan Agreement None
206 Fraud Carveout (Y/N) Promissory Note; Loan Agreement None
207 Misapplication of Rent and Insurance Proceeds Carveout (Y/N) Promissory Note; Loan Agreement None
208 Voluntary Bankruptcy Carveout (Y/N) Promissory Note; Loan Agreement None
209 Waste Carveout (Y/N) Promissory Note; Loan Agreement None
210 Borrower/Principal Liquid Assets None - Company Provided None
211 Borrower/Principal Net Worth None - Company Provided None
212 Borrower Or Principal Prior Bankruptcy (Y/N) FRE Form 1115 None
213 Bankruptcy Description (Chapter # or N/A) None - Company Provided None

PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017

 

T: (646) 471-3000, F: (813)-286-6000 www.pwc.com

13  
   

 

Freddie Mac Structured Pass-Through Certificates, Series K-758 EXHIBIT A
Loan File Review Procedures  

 

 

# Specified Attribute Source Document (in order of priority) Tolerance
214 Management Company Property Management Agreement; Loan Agreement None
215 Primary Servicing Fee Commitment Letter None
216 Master Servicing Fee Fee Schedule None
217 Trustee Fee Fee Schedule None
218 Master Servicing Surveillance Fee Fee Schedule None
219 Special Servicing Surveillance Fee Fee Schedule None
220 CREFC Royalty Fee Fee Schedule None
221 Administration Fee Recalculation None
222 Net Mortgage Rate Recalculation None

 

 

 

 

 

PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017

 

T: (646) 471-3000, F: (813)-286-6000 www.pwc.com

14  
   

 

Freddie Mac Structured Pass-Through Certificates, Series K-758 EXHIBIT B
Recalculation Methodology  

 

Exhibit B – Recalculation Methodology

 

# Specified Attribute Recalculation Methodology
16 Cut-off Balance The cut-off balance, as stated in the Servicing Report; or

For loans not reported on the Servicing Report, a recalculation in which the loan’s amortization schedule was recreated. For each loan, we computed the principal balance outstanding as of the Cut-off Date based upon the respective loan’s Original Principal Balance, Monthly Debt Service, Original Loan Term (months), Interest Calculation and Note Rate. For the purpose of this recalculation, we were instructed by the Company to assume all scheduled payments of principal and/or interest are made and that there are no prepayments or other unscheduled collections.
17 Maturity Balance A recalculation in which the loan’s amortization schedule was recreated. For each loan, we computed the principal balance outstanding as of the respective loan’s Maturity Date based upon the respective loan’s Original Principal Balance, Monthly Debt Service, Original Loan Term (months), Interest Calculation and Note Rate. For the purpose of this recalculation, we were instructed by the Company to assume all scheduled payments of principal and/or interest are made and that there are no prepayments or other unscheduled collections.
18 % of Cut-off Date Pool Balance A recalculation in which the respective loan’s Cut-off Balance was divided by the aggregate Cut-off Balance of the Mortgage Loan Assets.
19 % of Cut-off Date Loan Group Balance A recalculation in which the respective loan’s Cut-off Balance was divided by the aggregate Cut-off Balance of the Mortgage Loan Assets within its Loan Group.
25 Monthly Debt Service (IO) A recalculation in which the respective loan’s amortization schedule was recalculated. For each loan, we computed the interest only monthly debt service payment based upon the respective loan’s Original Principal Balance, Note Rate, Interest Calculation, and Interest Only Term. “N/A”, if there is no interest only period.
32 Original Loan Term (months) A recalculation in which the number of monthly payments occurring between the respective loan’s First Payment Date and the corresponding Maturity Date were counted.
33 Remaining Amortization A recalculation in which the number of months of Seasoning as of Cut-off Date that exceed the Interest Only Term was deducted from the Original Amortization Term (months).
34 Remaining Term A recalculation in which the respective loan’s Seasoning as of Cut-off Date was deducted from the corresponding Original Loan Term (months).
35 Seasoning as of Cut Off Date A recalculation in which the number of monthly payments occurring between the respective loan’s First Payment Date, through and including, the Cut-off Date were counted.
36 Interest Only Term A recalculation in which the number of monthly payments occurring between the First Payment Date and the first payment date in which principal and interest shall be payable were counted.
51 Cut-off Balance Per Unit A recalculation in which the respective loan’s Cut-off Balance was divided by the corresponding Number of Units.
61 LTV at Cutoff A recalculation in which the respective loan’s Cut-off Balance was divided by the corresponding Appraised Value.

PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017

 

T: (646) 471-3000, F: (813)-286-6000 www.pwc.com

15  
   

 

Freddie Mac Structured Pass-Through Certificates, Series K-758 EXHIBIT B
Recalculation Methodology  

 

 

# Specified Attribute Recalculation Methodology
62 LTV at Maturity A recalculation in which the respective loan’s Maturity Balance was divided by the corresponding Appraised Value.
65 U/W NOI A recalculation in which the U/W Expenses was subtracted from the U/W EGI.
67 U/W NCF A recalculation in which the Underwritten Annual Reserves was subtracted from the U/W NOI.
68 U/W DSCR (NCF) A recalculation in which the respective loan’s U/W NCF was divided by the corresponding annual debt service payment. The annual debt service payment was calculated by multiplying the sum of the respective loan’s Monthly Debt Service and any additional senior debt amortizing monthly debt service (if applicable) by twelve.
69 U/W IO DSCR (NCF) “N/A”, if the loan’s Monthly Debt Service (IO) was N/A; or

A recalculation in which the respective loan’s U/W NCF was divided by the corresponding annual debt service payment. The annual debt service payment was calculated by multiplying the sum of the respective loan’s Monthly Debt Service (IO) and any additional senior debt amortizing monthly debt service (if applicable) by twelve.
73 Most Recent NOI A recalculation in which the Most Recent Expenses was subtracted from the Most Recent EGI.
75 Most Recent DSCR (NCF) A recalculation in which the respective loan’s Most Recent NCF was divided by the corresponding annual debt service payment. The annual debt service payment was calculated by multiplying the sum of the respective loan’s Monthly Debt Service and any additional senior debt amortizing monthly debt service (if applicable) by twelve.
79 2nd Most Recent NOI A recalculation in which the 2nd Most Recent Expenses was subtracted from the 2nd Most Recent EGI.
81 2nd Most Recent DSCR (NCF) A recalculation in which the respective loan’s 2nd Most Recent NCF was divided by the corresponding annual debt service payment. The annual debt service payment was calculated by multiplying the sum of the respective loan’s Monthly Debt Service and any additional senior debt amortizing monthly debt service (if applicable) by twelve.
85 3rd Most Recent NOI A recalculation in which the 3rd Most Recent Expenses was subtracted from the 3rd Most Recent EGI.
87 3rd Most Recent DSCR (NCF) A recalculation in which the respective loan’s 3rd Most Recent NCF was divided by the corresponding annual debt service payment. The annual debt service payment was calculated by multiplying the sum of the respective loan’s Monthly Debt Service and any additional senior debt amortizing monthly debt service (if applicable) by twelve.
88 Occupancy Rate A recalculation in which the total number of occupied units was divided by the property’s total Number of Units. For the purposes of computing the occupied units, the Company instructed that if a unit contained two beds, the unit was considered occupied if one or more of the beds was occupied per the rent roll.
90 Monthly Rent per Unit A recalculation in which the sum of the actual rate and subsidy actual rate was divided by the Number of Units. For purposes of this calculation, a gross-up of the non-revenue generating units (vacant, model and down units) to the estimated market rental rate was added to the monthly rental income.

PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017

 

T: (646) 471-3000, F: (813)-286-6000 www.pwc.com

16  
   

 

Freddie Mac Structured Pass-Through Certificates, Series K-758 EXHIBIT B
Recalculation Methodology  

 

 

# Specified Attribute Recalculation Methodology
105 % of GPR from Commercial Rental Income A recalculation in which the gross potential commercial rental income was divided by the property’s total gross potential rental income (residential plus commercial).
178 CDCR (Combined DCR) A recalculation in which the respective loan’s U/W NCF was divided by the sum of the corresponding annual debt service payment for the loan and the annual debt service payment related to the Additional Financing Amount (existing), excluding any unsecured financing and soft pay debt. The combined annual debt service payments were calculated by multiplying the sum of the respective loan’s Monthly Debt Service and the monthly debt service of the Additional Financing Amount (existing), excluding unsecured financing and soft pay debt, by twelve.
179 CLTV (Combined LTV) A recalculation in which the sum of the respective loan’s Cut-off Balance and the Additional Financing Amount (existing), excluding unsecured financing and soft pay debt, was divided by the Appraised Value of the corresponding mortgaged property.
194 Affiliated Borrowers Group Name A recalculation in which borrower relationships were identified based on shared Borrower Principal names. Related groups were then assigned numbers based on the aggregate Cut-off Balance of the related group (starting with Group 1 being largest).
204 Environmental Indemnitor (Name or N/A) A recalculation in which this attribute is set equal to Bad Boy Indemnitor / Guarantor.
221 Administration Fee A recalculation in which the Primary Servicing Fee, Master Servicing Fee, Trustee Fee, Master Servicing Surveillance Fee, Special Servicing Surveillance Fee, and CREFC Royalty Fee are summed.
222 Net Mortgage Rate A recalculation in which the Administration Fee was deducted from the Note Rate.

 

 

 

 

PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017

 

T: (646) 471-3000, F: (813)-286-6000 www.pwc.com

17  
   

 

Freddie Mac Structured Pass-Through Certificates, Series K-758 EXHIBIT C
Methodologies provided by the Company  

 

Exhibit C – Methodologies (as provided by the Company)

 

# Specified Attribute Methodology
6 Address (Street) We were instructed by the Company to show only the primary address even if multiple were listed in the Appraisal Report or Engineering Report.
41 Appraised Value Type We were instructed by the Company to only show “As-Is” and “As-Stabilized”.
47; 48; 49 Affordable LI Units (<=80% AMI); Affordable LI Units (<=60% AMI); Affordable VLI Units (<=50% AMI) We were instructed by the Company to show the units rounded down to a whole number.
51; 61; 62; 68; 69; 75; 81; 87 Cut-off Balance Per Unit; LTV at Cutoff; LTV at Maturity; U/W DSCR (NCF); U/W IO DSCR (NCF); Most Recent DSCR (NCF); 2nd Most Recent DSCR (NCF); 3rd Most Recent DSCR (NCF) All Mortgage Loan Assets with the same Crossed Loans description were considered to be a crossed collateralized group (a “Crossed Loan Group”). All Mortgage Loan Assets in the Crossed Loan Group are treated as having the same Cut-off Balance Per Unit, LTV at Cutoff, LTV at Maturity, U/W DSCR (NCF), U/W IO DSCR (NCF), Most Recent DSCR (NCF), 2nd Most Recent DSCR (NCF), and 3rd Most Recent DSCR (NCF). These Specified Attributes, except for the Cut-off Balance Per Unit, reflect, in each case, a weighted average of the respective individual ratio for each loan in the Crossed Loan Group, weighted based on the Cut-off Balance for such loan relative to the aggregate Cut-off Balance for all of the loans in the Crossed Loan Group. The Cut-off Balance Per Unit for the loans in the Crossed Loan Group is based on the aggregate Cut-off Balance for all of the loans in the Crossed Loan Group and the aggregate Number of Units of all of the properties securing such loans. 
106; 107 Environmental Firm; Phase I Environmental Report Date We were instructed by the Company to show “N/A (Physical Risk Report)” if an Environmental Report was not included in the Loan File and an Engineering Report (that is a physical risk report) is included in the Loan File.
111 Environmental Cost to Cure (Phase I plus Phase II) We were instructed by the Company to show "$0" if the aggregate costs did not exceed $5,000 and to show “N/A” if an Environmental Report was not included in the Loan File.
119 PML Report Required (Y/N) We were instructed by the Company to show “No” when the Property Sub-Type is identified as “Manufactured Housing Community” or “MHC Age Restricted”.
154 Earthquake Insurance Required (Y/N) We were instructed by the Company to show “No” if PML (%) is less than 20%.

 

PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017

 

T: (646) 471-3000, F: (813)-286-6000 www.pwc.com

18  
   

 


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