Independent Accountants’ Agreed-Upon Procedures
Report
Federal Home Loan Mortgage Corporation (the “Company”)
Banc of America Merrill Lynch Commercial Mortgage Inc.
BofA Securities, Inc.
J.P. Morgan Securities LLC
(collectively, the “Specified Parties”):
Re: FREMF 2023-K159 Mortgage Trust – Data File Procedures
We have performed the
procedures described below on the specified attributes in an electronic data file entitled “K159 Red Data Tape.xlsm” (the “Data File”) provided by the Company on August 29, 2023, containing information on 41 mortgage loans
and the related 41 mortgaged properties as of September 1, 2023 (the “Cut-off Date”), which we were informed are intended to be included as collateral in the offering by FREMF 2023-K159 Mortgage Trust. 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:
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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. |
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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. |
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The term “reporting threshold” means that (i) dollar amounts, percentages, and debt service coverage ratios were within $1.00, 0.1%, and
0.01, respectively, and (ii) dollar amounts were within $5.00 for the Data File attribute Monthly Rent per Unit. |
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The term “Compared Attributes” means the list of fields in the Data File which were selected by the Company for us to perform comparison
procedures for and are listed in Attachment A. |
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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. |
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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. |
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The term “Calculation Methodology” means the formula listed in the Calculation Methodology field of Attachment B containing the calculation
methodology for the Recomputed Attributes provided by the Company. |
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The term “Instructions” means the instructions provided by the Company pertaining to a procedure, specific attribute, methodology, or value, as
described in Attachment C. |
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The term “Loan Files” means the copies of source documents made available by the Company and listed in Attachment A. We make no representations
regarding the validity or accuracy of these documents. |
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The term “Provided Information” means the Loan Files, Calculation Methodology 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 (except for those with “Provided by
Company” in the “Source Document(s)” column of Attachment A) to the corresponding information included 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 of Attachment A, with the highest priority document listed first. |
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B. |
We recomputed the Recomputed Attributes in the Data File using (i) the corresponding information contained in the Data File, (ii) the Calculation
Methodology, as detailed in the “Calculation Methodology” column of Attachment B, and (iii) the Instructions, as applicable. |
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 the procedures performed. 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 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 loans and related mortgaged properties, (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 applied based on 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
loans and related mortgaged properties, (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 loans to stated underwriting or credit extension guidelines,
standards, criteria or other requirements, (ii) the value of collateral securing any such mortgage loans and related mortgaged properties being securitized, (iii) the compliance of the originator of the mortgage loans with federal, state, and
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local laws and regulations, or
(iv) any other factor or characteristic of the mortgage loans and related mortgaged properties that would be material to the likelihood that the issuer of the certificates will pay interest and principal in accordance with applicable terms and
conditions. The procedures performed were not intended to satisfy any criteria for due diligence published by the nationally recognized statistical rating organizations (“NRSROs”).
The terms of our engagement are such that we have no responsibility to update this report because of events
and circumstances that may subsequently occur.
This report is intended solely for the information and use of the Specified
Parties. It is not intended to be and should not be used by any other person or entity, including investors or the NRSROs, who are not identified in the report as the Specified Parties but may have access to this report as required by law or
regulation.
/s/ KPMG LLP
McLean, Virginia
August 29, 2023
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