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Servicer Evaluation: Brean Real Estate Solutions LLC

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Servicer Evaluation: Brean Real Estate Solutions LLC

Ranking Overview
Subrankings
Servicing category Overall ranking Management and organization Loan administration Outlook
Commercial special AVERAGE AVERAGE AVERAGE Stable
Financial position
SUFFICIENT

Rationale

S&P Global Ratings' ranking on Brean Real Estate Solutions LLC (BRES) is AVERAGE as a commercial mortgage loan special servicer. On Jan. 12, 2021, we assigned the ranking (please see "Brean Real Estate Solutions LLC AVERAGE Commercial Mortgage Loan Special Servicer Ranking Assigned; Outlook Is Stable"). The outlook is stable.

Our ranking reflects BRES':

  • Experienced senior managers, including executives who previously held leadership positions at other S&P Global Ratings' ranked commercial mortgage loan special servicers;
  • Small staff size and limited operating history as a new venture;
  • Adequately designed training program;
  • Anticipated utilization of an industry-recognized third-party asset management and special servicing system;
  • Adequate disaster recovery and cybersecurity protocols;
  • Internal control environment built on a solid framework, but that has not been fully tested nor fully deployed; and
  • No active special servicing volume and lack of a special servicing resolution track record within the current platform.

The outlook is stable. BRES has built the infrastructure to be a capable commercial mortgage loan special servicer. However, as a newly formed entity, BRES will face challenges with the management, oversight, and training of newly hired personnel, particularly if its staff are working from remote locations, which is the current working arrangement. Nonetheless, given management's extensive experience of managing a substantial loan portfolio through multiple economic cycles at other special servicers, we expect it will maintain the people, processes, and technology needed to operate as a capable special servicer consistent with industry standards.

In addition to conducting a remote site visit with servicing management, our review includes current Servicer Evaluation Analytical Methodology data through June 30, 2020, as well as other supporting documentation provided by the company.

Profile

Servicer Profile
Servicer name Brean Real Estate Solutions LLC
Primary servicing location New York, NY
Servicer affiliates Brean Capital LLC
Loan servicing system RealINSIGHT

BRES is commercial mortgage loan special servicer that commenced operations in July 2020. The company, which is headquartered in New York City, is owned by a shareholder group that includes Quadrant Management Inc., Hunt Capital Holdings (Hunt), Rob Fine, and Rob Tirschwell. Messrs. Fine and Tirschwell comprise the leadership team of New York City-based Brean Capital LLC (Brean Capital), an independent investment bank providing services to institutional investors and corporate clients that include fixed income strategy, corporate finance, and advisory investment banking. Messrs. Fine and Tirschwell are both principals in Brean Capital and serve as CEO and Head of Trading, respectively. The aforementioned four shareholders also hold identical ownership percentages in Brean Capital.

Founded in 1978, Quadrant Management Inc. (Quadrant) is a principal investment management firm with approximately $3 billion in assets under management based in New York. Quadrant has an opportunistic investment philosophy and invests primarily in control positions of private companies in multiple industries around the world. Its chairman and CEO is also the chairman of Brean Capital.

Hunt, part of Hunt Cos., is a real estate investment manager with more than $46 billion in assets under management. Founded in 1947, Hunt Cos., based in El Paso, Texas, is a diversified, family-owned holding company that invests in operating businesses, real estate assets, and infrastructure assets. Hunt develops, invests, manages, and finances communities across the U.S., including affordable and market-rate multifamily developments, master-planned mixed-use communities, and homes for military service members and their families.

In July 2020, Brean Capital formed BRES to house the firm's special servicing and investment management platforms. BRES sits within Brean Capital's vertically integrated commercial real estate (CRE) debt platform, Brean Real Estate Debt Strategies (BREDS). The BREDS initiative was formed in January 2019 and commenced operations concurrent with the merger of Hunt Financial Services' broker-dealer business and Brean Capital. The BREDS initiative allows Brean Capital to provide a full-service CRE finance business that includes CMBS special servicing, non-performing loan (NPL) and real estate-owned (REO) management, investment management, origination, and distribution.

BRES was established to credit manage, co-invest and service loans for retained and third-party CMBS B-Piece investments, NPL and REO portfolios, Hunt Cos. and Brean Capital affiliates' owned assets, as well as Brean Capital's financial institution's group clients and Brean Capital's sales and trading team's institutional clients. However, at present, BRES has no assets in special servicing and has not completed a special servicing loan workout or REO sale in its short history.

Management And Organization

The management and organization subranking is AVERAGE.

Organizational structure, staff, and turnover

BRES' leadership team is comprised of a Managing Director, Head of CRE Asset Management (MD-AM), who is located in the Brean Capital New York headquarters, and her two direct reports, the Managing Director, Special Servicing and Surveillance (MD-SS), who operates out of Southern California, and the Managing Director, Operations (MD-O), who is located in Northern California. At present, the MD-SS and the MD-O each work out of their respective homes. Management has indicated it plans to open office locations in each of Southern and Northern California as it boards new business and to support each of the aforementioned executives as described later in this section.

The senior leadership team has substantial experience in special servicing, including the build-out of start-up special servicing platforms, and they worked together in various capacities during the 1990s. We note, however, that the company formed during the COVID-19 pandemic and, as management seeks to add staff, it may be challenged by logistical onboarding challenges while its employees work from home.

In addition, BRES intends to leverage staffing resources from its Brean Capital affiliate. The MD-AM reports to Brean Capital's managing director and Head of Real Estate Banking, and three New York-based Brean Capital team members are expected to have integral roles in asset management. The aforementioned senior leaders possess an average of 25 years of industry experience, and the MD-SS and MD-O previously held leadership positions at other S&P Global Ratings' ranked special servicers.

At present, middle management is limited to one analyst with 20 years of experience, including five years of tenure at Brean Capital, who reports to the MD-SS. The remaining three members of the eight-person staff average eight years of industry experience and includes two asset analysts that report to the MD-SS and a systems architect and developer who reports to the MD-O.

Management provided an aspirational organizational chart to depict its anticipated growth plans in conjunction with building a book of business. The organizational chart anticipates that, as it grows, the company plans to add experienced personnel to the BRES platform. In particular, it envisions hiring a manager to oversee the compliance and investor reporting functions as well as a person dedicated to a centralized subcontracting function. It further intends to add experienced asset and REO managers and hire asset analysts that would support the asset managers focusing on compliance-related actions, reporting, and other administrative tasks. At the outset, however, the MD-AM and the MD-SS will serve as loan asset managers, and the MD-O will perform the needed operational and compliance functions.

BRES' senior manager and asset manager average industry experience level is generally in line with other S&P Global Ratings ranked CMBS special servicers. We also note that the above outlined aspirational organizational structure is similar to other special servicers we rank. However, our overall assessment is constrained by the lack of depth and our current inability to assess personnel who have yet to be hired. Further, because BRES is a new operation, company tenure levels and turnover metrics are not meaningful across the platform (see table 1 for BRES' experience and tenure levels).

Additional resources expected to support the BRES platform are provided from a shared services agreement (SSA) with Brean Capital, wherein Brean Capital will provide certain non-servicing administrative support functions and non-personnel services to BRES. These areas of support include but are not limited to accounting/finance, human resources, risk management, insurance and information technology.

Table 1

Years of Industry Experience/Company Tenure(i)
Senior managers Middle managers Asset managers Staff
Industry experience Company tenure Industry experience Company tenure Industry experience Company tenure Industry experience Company tenure
Special 25 1 20 5 25 0 8 1
(i)As of June 30, 2020.
Training

BRES instituted a formal training policy in September 2020, which includes instructor-led training, web-based training, and other external educational resources. Since inception in July 2020, BRES staff have participated in human resources training and ongoing systems-related training as well as Commercial Real Estate Finance Council (CREFC) led events. Other noteworthy aspects of training at BRES include the following:

  • The MDs will assess skill levels and the work experience of the special servicing team and identify areas where training would be most beneficial. In addition to bringing in industry experts to cover specific topics in their respective field (appraisal, environmental, title, legal, etc.), BRES intends to implement internal training that covers pooling and servicing agreements (PSAs), net present value (NPV) analysis, resolution strategies, case writing, communication and documentation, etc.
  • Employees will also be encouraged to participate in external training opportunities such as those provided by CREFC and the MBA. The MDs will select all training events by reviewing the event and seeking input from attendees.
  • Special servicing training will also incorporate general company training courses that take place periodically throughout the year.
  • The MD-O manually tracks training hours for any seminars/online training courses completed by employees. If the training is held on site, an attendance sheet is completed and sent to the MD-O. If not part of an on-site session, employees send an email to the MD-O whenever a course is completed including the training topic, the date of training, and the number of employees attended.
  • Employees must complete a minimum of 30 hours of training annually.
  • All new employees are required to complete interactive on-line mandatory harassment and discrimination training within the first 60 days (and annually thereafter). Within the first 90 days, all employees must participate in sessions covering cybersecurity, phishing awareness, information security, customer data protection, and conflicts of interest. The aforementioned courses are offered through a third-party vendor.
Systems and technology

We believe BRES has established the architecture for an effective systems and technology environment, though we note that its disaster recovery and cybersecurity programs have not yet been tested. We further note that while the company intends to use an industry-recognized asset management system for special servicing, the majority of its current staff will need to be trained in its usage.

Servicing system applications 

BRES's key systems include the following:

  • RealINSIGHT® (RI) is the servicing system of record. RI is a third-party, cloud-hosted web browser interface, special servicing, and asset management system. RI offers full-function loan and real estate underwriting, asset management, special servicing, and risk management, as well as a data and document repository and a surveillance and reporting system that supports the start-to-finish life cycle management of performing and distressed asset portfolios.
  • RI uses a daily data feed using Intex data, which is part of RI's product features, to build its internal data warehouse. BRES plans to enhance RI by continuing to load the system with data and information on loans in securitizations for which it is named special servicer.
  • RI's functionality provides custom report writing capabilities along with features that allow it to generate CREFC reporting. Business plans, including NPV analysis, along with asset status reports (ASRs), can be issued from RI and then exported into excel to be completed and sent to external parties. Further, there are numerous other internal reports that can be issued from RI including a calendar, tickler reports, and other alerts for asset managers.
  • BRES will utilize Microsoft Dynamics as its accounting system for REO properties.
  • Third-party data sources include, but are not limited to, Costar and Bloomberg.

Business continuity and disaster recovery 

BRES has developed a comprehensive business continuity and disaster recovery plan (BCP) designed to quickly recover and resume operations. Details of its BCP and environment include the following:

  • BRES uses Microsoft 365 Business Premium along with Microsoft 365 Business Voice. The networking infrastructure is comprised of a global portfolio of data centers, servers, content distribution networks, edge computing nodes, and fiber optic networks to provide global distribution of services to help spot, diagnose, and manage the cause of any disruptions.
  • BRES benefits from having multiple Brean Capital affiliate offices around the country to the extent staffing needs to be temporarily relocated in the event of an emergency affecting the New York home office or one of the BRES satellite offices. Further, all employees have the ability to work remotely. Upon hire, Brean Capital ships the necessary hardware and software to the employees' remote work location.
  • The company has not yet tested the BCP plan. It expects to conduct its initial test during the middle of 2021 and conduct annual testing thereafter. Similarly, it expects to review the plan annually.
  • Servicing system data is hosted by RI in its Amazon Web Services (AWS) private cloud. RI performed its last disaster recovery test in April 2019 with no issues. RI has been operating under its disaster recovery and business continuity procedures since March 2020 when their offices went into COVID-19 mitigation lockdown and have reported no issues servicing clients to date.
  • The maximum possible data loss in case of a disaster or power failure for RI is 10 minutes. Every database save is first stored in the primary database (in AWS Virginia), then hot-failover (also in AWS Virginia) and finally disaster failover (in AWS Oregon). As a result of this environment, RI customers should experience minimal interruption.

Cybersecurity 

BRES has a cybersecurity environment designed to protect confidential data and prevent cybersecurity attacks, although it has not yet been tested. Key aspects of the program include the following:

  • BRES utilizes Microsoft 365 Business Premium to defend against advanced cyberthreats with phishing and ransomware protection, control access to sensitive information by using data encryption, secure the devices that connect to BRES' business, and help keep data on its applicable devices secure and up to date.
  • Features in Microsoft 365 Business Premium include advanced threat protection, data loss prevention policies, exchange online archiving, Azure information protection, and Intune.
  • Multifactor authentication is needed to access systems or applications that house confidential data.
  • BRES maintains a formal cybersecurity insurance policy and has access to legal counsel for cybersecurity matters.
  • BRES intends to have a third-party conduct network penetration testing annually as a component of its BCP testing.
  • Unlike most of our ranked servicers, BRES does not send test phishing emails to its employees to increase awareness on cyberattacks.
Internal controls

BRES has established the framework for a solid internal control environment though it is nascent and has not been tested. The framework includes thorough policies and procedures (P&Ps); compliance and quality assurance testing, including built-in control features in RI; and an internal audit program that is expected to be outsourced.

Policies and procedures 

BRES' special servicing P&Ps are thorough and well thought-out, in our opinion, reflecting the special servicing knowledge and experience of its senior managers. Included in each policy document are the responsible parties along with a reference to any relevant documents that are included as exhibits within the manual. In addition, a set of desktop procedures support the use of RI.

Nonetheless, due to a lack of special servicing activity, the P&Ps have yet to be tested; therefore, they will likely need updates as BRES builds its named special servicing portfolio and begins to perform loan workouts and REO asset management and disposition activities. Management indicated that it plans to review and update its P&Ps on an annual or, as needed, more frequent basis.

BRES has a well-defined servicing delegation of authority (DOA) matrix, which articulates which special servicing actions can be approved by the MD-SS and which actions require investment committee (comprised of the aforementioned four senior executives) approval. Workflows are used to aid in the DOA, tracking of tasks, and prioritization of tasks around a standardized set of processes and checklists for responsible parties.

Compliance and quality control 

At the outset of operations, compliance with PSAs and other servicing agreements P&Ps will be overseen by the MD-O. The organizational chart envisions the hiring of a dedicated compliance manager that would report to the MD-O and whose main functions would include the following:

  • Implement, monitor, and administer a comprehensive audit and review of compliance with the requirements and limitations as set forth in servicing agreements and company policies at all times.
  • Maintain a process of comprehensive management reporting that provides timely and relevant information on all aspects of audit and compliance issues.
  • Abstract key requirements of all servicing agreements, storing them on RI for staff use.
  • Review asset management tickler reports monthly to ensure outstanding or upcoming issues are addressed in a timely manner.
  • Review required notices sent to PSA parties in order to confirm the timely and accurate completion and submittal.
  • Report any deficiencies in compliance to senior management.

Internal and external audits 

The company does not have a stand-alone internal audit department. BRES anticipates outsourcing internal audit to an independent audit/servicing compliance vendor with experience in auditing commercial real estate servicers in 2021 to perform the function.

BRES was not subject to any external audits in 2020 because it is a start-up company with no operations. As it develops its servicing platform this year, it plans to retain a qualified accounting firm to conduct a Reg AB report for 2021 to evidence its internal controls and highlight compliance with the PSAs, its P&Ps, and generally accepted servicing standards.

Insurance and legal proceedings

BRES currently maintains directors and officers as well as errors and omissions insurance coverage. Going forward, BRES indicated it intends to maintain coverage in accordance with the requirements of its servicing agreements and other contractual requirements.

As of the date of this report, BRES reported that it is not currently facing any servicing-related litigation matters.

Loan Administration

The loan administration subranking is AVERAGE for special servicing.

BRES is not currently appointed on any CMBS transactions, does not currently have an active special servicing portfolio, and lacks a track record of loan resolutions and REO sales. Therefore, the special servicing loan administration subranking considers BRES' senior managers' experience and track records in previous special servicing roles. It also considers our review of its special servicing P&Ps, which demonstrate a proactive and thorough approach to loan resolutions and REO sales.

Loan recovery and foreclosure management

BRES' P&Ps describe properly controlled loan workout and foreclosure management processes. Highlights include the following:

  • The asset manager (AM) sends a "hello" letter to the borrower within five days of a special servicing transfer along with 1) a standard pre-negotiation agreement, which must be executed by the borrower prior to substantive workout discussions, and 2) a request for updated property-level information and financial statements of the obligor(s) and guarantor(s).
  • An on-boarding special servicing checklist is prepared by an asset analyst to outline and document required tasks necessary to be completed within the first 60 days of transfer, which is reviewed and approved by the AM and the compliance manager.
  • The AM is responsible for reviewing the loan documents and existing third-party reports. Based upon information provided in the file, PSA requirements, other lender agreements, and initial contact with the borrower, the AM will determine the need for an appraisal, property inspection, and engagement of legal counsel.
  • The AM may inspect the property or outsource the inspection to a third-party vendor. Market information will be solicited from local real estate brokers to determine the current state of the local market of the mortgaged property.
  • The loan AM prepares the asset business plan using a standard template within the timing specified in the relevant PSA or otherwise in no more than 90 days from transfer.
  • Business plan components include a loan summary; borrower and guarantor descriptive information; collateral description; property operating data; cash flow analysis; current market conditions; property photographs; and the recommended resolution strategy, accompanied by an NPV analysis of scenarios considered.
  • Business plans require approval per BRES' DOA, and the asset analyst is responsible for obtaining any necessary investor approvals (i.e., controlling class certificate holder). If there is a change to the action requested in the approved business plan or if six months has elapsed since approval, an updated business plan is required for approval.
  • If foreclosure is the recommended strategy, the AM will seek to identify potential property managers and prepare a preliminary 120-day REO budget for inclusion in the business plan along with a recommended foreclosure credit bid amount.
  • A foreclosure pipeline report will be used track foreclosure activity and is contemplated to be used to assist in transferring a loan from a loan AM to an REO AM. However, we note that currently there is no distinction amongst loan and REO AMs.
  • A foreclosure checklist will be used to ensure that appropriate notifications, and asset due diligence (i.e. title search, outstanding tax assessments, etc.) is performed prior to foreclosure. Further, unless the PSA states otherwise, an environmental site assessment no less recent than 12 months old and indicating that there are no material environmental hazards present at the mortgaged property must be on file prior to completion of the foreclosure.
REO management and dispositions

BRES' P&Ps call for proactive REO management and sales oversight. Notable aspects include the following:

  • The REO AM solicits request for proposals of prospective property managers (PMs) with interested parties providing a proposed operating budget as a part of their proposal. The PM is engaged prior to the completion of foreclosure in order to allow the PM immediate access to the property.
  • The REO AM monitors the PM's ongoing performance, including the expectations for timely submission of all items required in a standard monthly reporting package.
  • The REO AM reviews the monthly reporting package to monitor the ongoing performance of the property, including a review of budget vs. actual performance, property operating issues, leasing activity and monitoring, and sweeps of excess cash flow for application against the loan.
  • An initial REO business plan (REO plan) must be prepared by the AM and presented to the committee per the DOA within 120 days after loan conversion to REO. The REO plan will include a marketing plan, targeted sale data, and a 12-month property manager operating budget for the property, including its funding requirements.
  • The REO AM solicits requests for brokerage proposals (both listing and leasing) with engagement approval obtained via the DOA. Prior to listing the property for sale, the REO AM must prepare a business plan that recommends and substantiates a listing price.
  • After the marketing process has commenced, the REO AM monitors the ongoing efforts. An approved business plan pursuant to the DOA is also required prior to acceptance of an offer.
  • Once the terms of the REO sale have been negotiated and fully approved, legal counsel must be engaged to prepare the required documentation for the transaction. REO asset analysts notify all necessary parties after the asset is sold.
REO accounting and reporting

BRES' documented controls and procedures for property-level accounting and oversight are adequate. Highlights include the following:

  • Prior to the conversion to REO, the AM will initiate an action plan to monitor and control any cash generated by the property. The AM will monitor REO cash activity, authority to review and approve such activity, and timely receipt and distribution of cash reporting in accordance with internal and external requirements.
  • After an asset accountant opens an operating account (which the property manager uses to deposit income and pay property expenses), the AM in conjunction with the property manager determines the funds required to operate the property for the initial 30-120 days.
  • BRES uses a standard property management agreement that requires that the PM prepare a standard monthly reporting package.
  • The REO AM, in conjunction with an asset accountant, will review the monthly PM reports and reconcile against the REO bank statements to ensure that net operating income is properly controlled and reported.
  • Pursuant to the P&Ps, the MD-AM will engage the services of an independent CPA firm on an annual basis to perform audits on select REO properties. The audit assesses whether the PM is meeting the performance obligations under the property management agreement and that cash handling controls are established and adhered to, as well as PM compliance with monthly reporting requirements and reconciliations.
Subcontracting management

BRES expects to execute subcontracting agreements to engage professionals for a variety of real estate related services and also intends to enter into formalized agreements with oversight contractors who specialize in the solicitation, engagement, and review of appraisals and environmental site assessments.

  • BRES expects to centralize the subcontracting function and has plans to hire a dedicated subcontracting administrator. Reporting to the MD-O, this position will coordinate and facilitate the direct award engagement of vendors that perform services including BOVs, property inspections, property condition assessments, property managers, listing brokers and leasing agents. The position is also responsible to ensure documentation is accurate, completed, reviewed, and properly approved.
  • BRES intends to track vendor performance in RI for each service provider on an assignment by assignment basis. In addition, oversight contractors engaging third party service providers on behalf of BRES will maintain approved vendor lists and will not recommend a vendor with unsatisfactory performance.
  • Legal, environmental, and appraisal services will be managed via the use of oversight contractors. Those contractors will have a direct reporting responsibility and be accountable to the MD-SS and MD-O as well as the asset managers they are performing work for on any given assignment.
  • Oversight contractors (legal, appraisal, and environmental) and dedicated site inspection firms will be required to complete a vendor cybersecurity due diligence questionnaire tailored to the vendor type, assignment type, and IT environment. The MD-O will ensure that all internal IT conditions are met prior to engagement and the vendor will be reviewed annually thereafter.
  • All BRES vendor agreements must contain a clause that requires vendors to report any cybersecurity breach as soon as possible after it takes place. In addition, confidentiality agreements are required to be executed in the event that sensitive borrower, property, etc., data is exchanged pursuant to specific engagement P&Ps.
Performing loan surveillance

BRES' P&Ps contain an industry standard approach as to how it intends to monitor performing loans for all portfolios where it is appointed as special servicer. Aspects of BRES's performing loan surveillance include:

  • Each month an asset analyst will prepare a report on all performing loans based upon risk criteria. Loans will be rated either red, yellow, or green based on such criteria. Red loans will be discussed with the master servicer to understand the identified risks; yellow loans will be closely monitored and selectively discussed with the master servicer; and green loans are determined to be low risk with limited chance of transfer to special servicing. The potential pipeline of servicing transfers is measured by this risk classification.
  • AMs are each assigned as deal leads and are responsible for reviewing results with the asset analyst and leading the monthly discussion with the master servicer to review the red loans and select yellow loans.
  • AMs provide the MD-SS and MD-AM with findings and highlight any large or particularly risky loans of concern.
Borrower requests

Though BRES has yet to review a borrower request as special servicer, its P&Ps provide detailed instructions for different request types, including performing the necessary underwriting when applicable. Further, its asset management team is experienced in these functions.

An AM will review all incoming borrower requests and will prepare a comprehensive asset business plan that includes recommendations and substantiation to either approve or deny the request. Similar to specially serviced loans, the business plan would require internal approval via its investment committee approval process or via the DOA.

Legal department

BRES does not have in-house legal staff dedicated to supporting the legal function. It intends to engage an outside law firm with CMBS industry experience to serve as its oversight counsel to provide guidance on REMIC issues, complex matters, and to engage local counsel as needed to enforce remedies in the market where the property resides. Other notable aspects of how the legal function is expected to be controlled include:

AMs will instruct oversight counsel to solicit multiple law firms to request proposals. Upon evaluating the proposals, the AM will use oversight counsel to prepare BRES's standard engagement letter of the selected law firm.

AMs must review and approve legal bills before the accounting department makes any payment.

Financial Position

The financial position is SUFFICIENT.

Related research

This report does not constitute a rating action.

Servicer Analyst:Steven Altman, New York + 1 (212) 438 5042;
steven.altman@spglobal.com
Secondary Contact:Geoffrey C Danek, Centennial + 1 (303) 721 4689;
Geoffrey.Danek@spglobal.com
Analytical Manager, Servicer Evaluations:Robert J Radziul, New York + 1 (212) 438 1051;
robert.radziul@spglobal.com

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