Presale:
Deephaven Residential Mortgage Trust 2022-1
January 24, 2022
Preliminary Ratings
Class
Preliminary
rating(i) Class type
Initial interest
rate (%)(ii)
Preliminary amount
($)
Credit enhancement
(%)(iii)
A-1 AAA (sf) Senior Fixed 262,501,000 29.20
A-2 AA (sf) Senior Fixed 17,797,000 24.40
A-3 A (sf) Senior Fixed 27,437,000 17.00
M-1 BBB (sf) Mezzanine Fixed 20,762,000 11.40
B-1 BB (sf) Subordinate Net WAC 16,314,000 7.00
B-2 B- (sf) Subordinate Net WAC 16,128,000 2.65
B-3 NR Subordinate Net WAC 9,826,187 0.00
XS NR Monthly excess cash
flow
(iv) Notional(v) N/A
A-IO-S NR Excess servicing (vi) Notional(v) N/A
R NR Residual N/A N/A N/A
Note: This presale report is based on information as of Jan. 24, 2022. (i)The ratings shown are preliminary. This report does not constitute a
recommendation to buy, hold, or sell securities. Subsequent information may result in the assignment of final ratings that differ from the
preliminary ratings. (ii)Interest can be deferred on the classes. Fixed coupons are subject to the pool's net WAC. The coupon on class B-1, B-2,
and B-3 equals net WAC of the pool. (iii)This credit enhancement is solely from subordination. Excess spread also provides credit enhancement.
(iv)Excess of the net WAC rate minus the coupon on the class A-1, A-2, A-3, M-1, B-1, B-2, and B-3 notes in addition to any prepayment
premiums. (v)Notional amount equals the loans' aggregate stated principal balance. (vi)Excess servicing strip minus compensating interest and
advances owed to the servicer. WAC--Weighted average coupon. NR--Not rated. N/A--Not applicable.
Profile
Expected closing date Jan. 28, 2022.
Cut-off date Jan. 1, 2022.
First payment date Feb. 25, 2022.
Final scheduled
payment date
Jan. 25, 2067.
Notes' amount,
including unrated
classes
$370.77 million in aggregate.
Presale:
Deephaven Residential Mortgage Trust 2022-1
January 24, 2022
PRIMARY CREDIT ANALYST
Manmadh K Venkatesan, CFA
Toronto
+ 1 (212) 438 4569
manmadh.balaji
@spglobal.com
SECONDARY CONTACTS
Kalpesh S Ghule
Centennial
+ 1 (303) 721 4157
kalpesh.ghule
@spglobal.com
Diane Lebowitz
New York
+ 212-438-1524
diane.lebowitz
@spglobal.com
Kimball Ng
New York
+1 212-438-2250
kimball.ng
@spglobal.com
Jessica Barbara
New York
+ 1 (212) 438 1726
jessica.barbara
@spglobal.com
SURVEILLANCE CREDIT ANALYST
Truc T Bui
San Francisco
+ 1 (415) 371 5065
truc.bui
@spglobal.com
See complete contact list at end of article.
www.spglobal.com January 24, 2022 1
© S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer
on the last page.
2784494
Profile (cont.)
Collateral type First-lien, fixed- and adjustable-rate mortgage loans secured by single-family residences,
planned-unit developments, condominiums, two- to four-family homes, and one townhouse. The
pool consists of 752 loans backed by 829 properties that are primarily non-qualified mortgage
loans and ability-to-repay exempt loans; of the 752 loans, 17 are cross collateralized, which were
broken down to their constituents at the property level (making up 94 properties).
Credit enhancement For each class of rated notes, subordination of the notes that are lower in the payment priority
and excess spread.
Participants
Issuer Deephaven Residential Mortgage Trust 2022-1.
Aggregator Deephaven Mortgage LLC.
Servicing administrator Pretium Residential Credit Management LLC.
Seller RCF II Loan LLC.
Sponsor and advance reimbursement
party
RCF II Loan Acquisition L.P.
Depositor, administrator RCF II Master Depositor LLC.
Master servicer Computershare Trust Co. N.A.
Paying agent, certificate registrar,
note registrar, and REMIC
administrator
Computershare Trust Co. N.A.
Servicers Selene Finance L.P. and Shellpoint Mortgage Servicing.
Indenture trustee Wilmington Trust N.A.
Owner trustee Wilmington Savings Fund Society FSB.
Custodian U.S. Bank N.A.
Originators ACC Mortgage, contributing 27.00% of the pool by balance; Deephaven Mortgage
LLC, contributing 22.64%; and various other originators, contributing 50.36%, each
of which make up less than 10.00% of the collateral.
Initial purchasers Goldman Sachs & Co. LLC, Barclays Capital Inc., and Credit Suisse Securities (USA)
LLC.
REMIC--Real estate mortgage investment conduit.
Primary Originators Making Up More Than 10.0% Of The Collateral
Originator By balance (%) Due diligence (%) Originator ranking
ACC Mortgage 27.00 100 N/A
Deephaven Mortgage LLC 22.64 100 AVERAGE
Top five originators 71.83 100 N/A
Top 10 originators 88.32 100 N/A
N/A--Not applicable.
www.spglobal.com January 24, 2022 2
© S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer
on the last page.
2784494
Presale: Deephaven Residential Mortgage Trust 2022-1
Servicers
By balance (%) S&P Global Ratings' select servicer Operation
Selene Finance L.P. 88.09 Yes Primary servicer
Shellpoint Mortgage Servicing 11.91 Yes Primary servicer
Rationale
The preliminary ratings assigned to Deephaven Residential Mortgage Trust 2022-1's (DRMT
2022-1) mortgage-backed notes reflect our view of:
- The pool's collateral composition (see the Collateral Summary section below);
- The credit enhancement provided for this transaction;
- The transaction's associated structural mechanics;
- The mortgage aggregator, Deephaven Mortgage LLC (Deephaven);
- The transaction's representation and warranty (R&W) framework;
- The geographic concentration;
- The 100% due diligence results consistent with represented loan characteristics; and
- The impact the COVID-19 pandemic will likely have on the performance of the mortgage
borrowers in the pool and liquidity available in the transaction.
Environmental, Social, And Governance (ESG) Factors
Our rating analysis considers a transaction's potential exposure to ESG credit factors. For
residential mortgage-backed securities (RMBS), we view the exposure to environmental credit
factors as average, social credit factors as above average, and governance credit factors as below
average (see "ESG Industry Report Card: Residential Mortgage-Backed Securities," published
March 31, 2021). In our view, the transaction's exposure to social and environmental credit factors
is in line with the sector benchmark.
For RMBS, we generally consider social credit factors as above average because housing is viewed
as one of the most basic human needs, and conduct risk presents a direct social exposure for
lenders and servicers because regulators are increasingly focused on ensuring fair treatment of
borrowers. Social risk is generally factored into our base-case assumptions for RMBS
transactions based on our consideration of the origination platform, the R&W framework and the
third-party due diligence that informs our view of credit underwriting and compliance with
applicable consumer protections. With respect to environmental factors, our assumptions
consider physical climate risks such as floods, storms, or wildfires, which could severely damage
properties, reduce their value, and hurt recoveries if borrowers default. The transaction has a
geographically well-diversified portfolio, which reduces exposure to extreme weather events, in
our view.
The transaction's governance risk exposure is higher than our benchmark due to certain
weaknesses related to the R&Ws framework as described further below. By applying certain R&W
pool-level adjustment factors to the transaction, we have accounted for risk related to ESG credit
factors. Certain other features also provide mitigants to the transaction's governance risk
www.spglobal.com January 24, 2022 3
© S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer
on the last page.
2784494
Presale: Deephaven Residential Mortgage Trust 2022-1
exposures including the fact that 100% of the loans in the pool were subject to a third-party due
diligence review with limited material findings (see the Third-Party Due Diligence section below for
more detail).
Overview
DRMT 2022-1 is the 16th non-qualified mortgage (non-QM) RMBS transaction from aggregator
Deephaven rated by S&P Global Ratings. Deephaven originated or purchased the mortgage loans
from 25 originators with Selene Finance L.P. (Selene) and Shellpoint Mortgage Servicing as
servicers. Deephaven has one of the longer track records of acquiring non-QM mortgage loans and
was acquired by Pretium Partners LLC in September 2019.
Noteworthy Features
High concentration of alternative and other documentation loans
The transaction includes 262 loans (26.90% by pool balance) that are property-focused investor
loans underwritten to an investment property business-purpose program that did not consider the
borrowers' income or employment in the underwriting process, as well as 384 loans (56.91% by
balance) that were verified using alternative documentation, such as personal or business bank
statements or P&L statements. We view income verification using other and alternative
documents to be a weaker standard than "full" documentation of income and, consequently,
increased our loss coverages for these loans by applying an adjustment to the foreclosure
frequencies.
Cross-collateralized loans
Approximately 5.41% of the DRMT 2022-1 pool balance consists of cross-collateralized loans with
17 loans secured by 94 properties. Cross-collateralized loans aggregate multiple properties under
one loan. These loans have full recourse to the borrower (although the enforceability of recourse
may be limited by state and local law), and all are debt service coverage ratio (DSCR) investor
loans. The maximum number of properties securing any one loan is 10 properties. We analyzed the
cross-collateralized loans as separate properties, and the issuer allocated the balance of each
loan in proportion to each property's appraisal value. We treated each property within each
cross-collateralized loan as having the same DSCR, which is calculated by aggregating the
qualifying rental income and expenses for all properties securing the loan. While our LEVELS
model does not treat cross-collateralized loans differently than loans backed by a single property,
any fixed costs associated with foreclosing on a property is duplicated for each property within the
loan. This results in a higher loss severity when the analysis is performed at the property level.
All of the cross-collateralized loans contain release provisions (per the originator guidelines)
where the borrower would need to pay 120% of the individual property loan amount in order to
remove it from the cross-collateralized loan. This predetermined payoff premium reduces the
incentive for borrowers to release the liens on stronger properties and leave only the relatively
weaker properties to back their loans.
www.spglobal.com January 24, 2022 4
© S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer
on the last page.
2784494
Presale: Deephaven Residential Mortgage Trust 2022-1
No loans are in forbearance at closing
On March 27, 2020, the CARES Act enacted COVID-19-related relief for borrowers with
government-backed mortgage loans in the form of a temporary forbearance of up to 12 months of
scheduled payments. While nonagency loans do not fall under the CARES Act as it relates to this
forbearance, servicers have been granting forbearance plans to nonagency borrowers as well,
typically with some variations to those of the CARES Act (e.g., timeframe and approval
requirements). The updates we made on April 17, 2020, to our mortgage outlook and
corresponding archetypal foreclosure frequency (FF) levels (see "Guidance Methodology And
Assumptions For Rating U.S. RMBS Issued 2009 And Later," published April 17, 2020) account for
a portion of the borrowers entering COVID-19-related temporary forbearance plans and their
impact to the overall credit quality of collateralized pools. To the extent a securitization pool
exhibits growth levels in forbearance over time beyond those otherwise expected, additional
adjustments may be applied.
As of the Jan. 1, 2022, cut-off date, none of the mortgage loans in the pool had borrowers who had
requested or entered into a COVID-19-related forbearance plan or exited from a prior forbearance
plan.
While we recognize that temporary forbearance related to the COVID-19 pandemic could be
granted at some level in the pool going forward, we decided not to apply an additional pool-level
loss adjustment factor because, as of Jan. 13, 2022, none of the mortgage loans are currently in
an active forbearance plan. We will also continue to monitor macroeconomic and housing
conditions and update our mortgage market outlook and associated archetypal foreclosure
frequencies, as applicable.
Collateral Summary
DRMT 2022-1's assets consist primarily of newly originated fixed- and adjustable-rate, and
interest-only (IO) non-QM and ability-to-repay (ATR) exempt mortgage loans secured by first liens.
The mortgage pool consists of 752 mortgage loans with a principal balance of approximately
$370.77 million as of the cut-off date. Out of the 752 loans, 17 are cross collateralized and backed
by 94 properties.
The collateral pool, from a credit perspective, is weaker than the S&P Global Ratings' archetypal
prime pool, but is generally in line with our expectations for a nonprime mortgage residential
mortgage pool. The pool's 'AAA' loss coverage requirement was determined to be 30.20%. In our
analysis, we considered the following mortgage loan characteristics of the pool to be weaker than
the archetypal prime pool:
- Loans underwritten to alternative income documentation and DSCR;
- FICO and loan-to-value (LTV);
- Property types (condominiums and multi-family properties);
- Loan types, including adjustable-rate mortgage (ARM) and IO loans;
- Cash-out refinance loans;
- Self-employed borrowers for certain loans;
- Loan term longer than 30 years;
- Loans to borrowers who are either foreign national or non-permanent alien resident of U.S.; and
www.spglobal.com January 24, 2022 5
© S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer
on the last page.
2784494
Presale: Deephaven Residential Mortgage Trust 2022-1
- Primarily non-QM or ATR exempt loans.
The mortgage loans consist of fixed-rate (96.56% by balance, some with IO periods) and hybrid
ARM loans (3.44% by balance, some with IO periods). These loans are fully amortizing with 15-,
25-, 30- and 40-year original terms to maturity. The weighted average seasoning for the pool is
approximately three months.
The weighted average used FICO score for the collateral pool is 729, which includes certain S&P
Global Ratings' assumptions (see table 1 for a breakdown of the pool by the borrowers' FICO
score). In the pool, there are 33 loans to foreign national and nonpermanent resident alien
borrowers (3.22% by balance), one of which are to borrowers without a FICO score. We assessed
the loan in our credit analysis using a FICO score of 678, which is approximately the mortgage
pool's average original FICO score minus one standard deviation. The weighted average FICO of
these 33 loans is 712. We applied a 1.5x multiple to the foreclosure frequencies of these 33 foreign
borrower loans.
Used credit score statistics
Table 1
Used Credit Score Statistics
FICO score Current balance (%)
750 and above 36.58
725-749 19.12
700-724 18.67
675–699 (678) 11.08
650–674 8.60
625–649 4.90
600-624 0.54
575-599 0.51
550-574 -
Below 550 -
Total 100.00
(i)Includes our assumption of a 678 FICO score for one borrower who lacks a FICO score.
Mortgage loans backed by properties that are primary residences make up approximately 65.21%
of the pool by balance. The mortgage loans are secured by first liens on single-family residences
including townhouse (59.50% by balance), planned-unit developments (PUDs) (24.15%), two- to
four-family homes (9.34%), and condominiums (7.01%).
As compared to the most recently rated DRMT 2021-4 transactions, the collateral characteristics
of DRMT 2022-1 are slighter weaker, primarily due to a higher proportion of loans underwritten to
alternative income documentation and higher proportion of cash-out refinance loans. The loans
are also less seasoned. On the positive side, the collateral pool of DRMT 2022-1 does not include
any loans that were subject to COVID-19-related forbearance plan and fewer loans with
credit-related delinquencies, as well as fewer foreign borrowers.
www.spglobal.com January 24, 2022 6
© S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer
on the last page.
2784494
Presale: Deephaven Residential Mortgage Trust 2022-1
Chart 1
Table 2
Collateral Characteristics
DRMT
2022-1
DRMT
2021-4
DRMT
2021-3
DRMT
2021-2
DRMT
2021-1
DRMT
2020-1
Archetypal
pool(i)
Closing pool balance (mil. $) 370.8 383.2 379.8 203.3 146.2 407.9 N/A
Closing loan count (no.) 752 751 857 452 395 959 N/A
Avg. loan balance ($) 493,039 510,217 443,227 449,857 370,036 425,380 N/A
WA original CLTV (%)(ii) 74.0 73.3 74.7 71.3 75.6 74.3 75.0
WA current CLTV (%) 73.8 72.9 71.3 70.9 74.9 74.1 75.0
WA FICO(iii) 729 729 729 731 702 701 725
WA current rate (%) 4.9 5.1 5.6 5.8 6.6 7.2 N/A
WA original term (mos.) 375 376 368 373 360 365 360
WA seasoning (mos.) 3 3 12 4 9 4 0-6
WA debt-to-income (%) 32.6 32.5 34.0 34.6 34.2 36.3 36.0
WA DSCR (non-zero) 1.4 1.5 1.3 1.0 1.1 1.1 N/A
Owner occupied (%) 65.2 56.4 72.5 46.1 54.2 78.1 100.0
Single-family (including
unattached and attached PUD) (%)
83.7 78.5 85.6 79.4 88.7 88.4 100.0
Five- to 10-family homes/mixed
use/condotel (%)
0.0 0.4 0.4 1.6 1.0 0.0 0.0
Adjustable-rate loans (%) 3.4 12.6 19.5 8.7 40.1 46.3 0.0
Loans with IO payments (%) 16.8 23.8 16.2 16.7 10.1 11.6 0.0
www.spglobal.com January 24, 2022 7
© S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer
on the last page.
2784494
Presale: Deephaven Residential Mortgage Trust 2022-1
Table 2
Collateral Characteristics (cont.)
DRMT
2022-1
DRMT
2021-4
DRMT
2021-3
DRMT
2021-2
DRMT
2021-1
DRMT
2020-1
Archetypal
pool(i)
Purchase (%) 55.8 57.5 67.1 54.4 55.5 57.6 100.0
Cash-out refinancing (%) 32.8 20.7 19.5 25.7 36.8 33.2 0.0
Full documentation (%) 13.5 16.8 24.2 21.1 13.8 31.4 100.0
Alternative/bank statement
documentation (%)
56.9 48.7 53.6 31.6 42.2 53.7 0.0
Other/asset depletion/DSCR
documentation (%)
29.6 34.5 22.2 47.2 44.0 14.9 0.0
Self-employed borrowers (%) (iv) 62.9 56.1 63.8 37.4 49.0 62.8 0.0
Loans with co-borrowers (%) 30.1 20.2 22.8 29.5 23.6 33.8 0.0
Loans to borrowers with multiple
mortgages (%)(v)
9.6 6.8 8.7 6.3 10.2 2.6 N/A
Loans to foreign borrowers
(%)(foreign national and
non-permanent resident aliens)
3.2 7.6 11.8 3.7 4.1 2.3 0.0
Modified loans (%)(vi) 0.0 0.0 0.8 0.0 4.8 0.0 0.0
PCEs (%)(vi) 1.5 0.1 0.9 0.2 1.2 4.3 0.0
Current (%) (vii) 99.3 100.0 98.2 98.6 93.2 100.0 100.0
30+ day delinquent (%) 0.7(viii) 0.0 1.8 1.4 6.8 0.0 0.0
Length of P&I advancing (mos.)(ix) 6 6 6 6 6 6 Full
Pool-level adjustments (multiplicative factors)
Geographic concentration 1.00 1.00 1.00 1.01 1.00 1.00 1.00
Mortgage operational
assessment
1.00 1.00 1.00 1.00 1.00 1.00 1.00
Representations and
warranties
1.10 1.10 1.10 1.10 1.10 1.10 1.00
Other (i.e., loan
modification/PCE/due
diligence)
1.02 1.00 1.01 1.01 1.02 1.06 1.00
Loans in forbearance/deferred
payments related to COVID-19
1.00 1.00 1.03 1.02 1.15 N/A N/A
Combined pool-level
adjustments(x)
1.12 1.10 1.14 1.14 1.29 1.17 1.00
Loss estimation
'AAA' loss coverage (%) 30.20 29.65 25.05 28.80 43.45 32.10 7.50
'AAA' foreclosure frequency (%) 53.78 54.88 47.91 56.52 74.90 56.68 15.00
'AAA' loss severity (%) 56.15 54.03 52.29 50.96 58.01 56.63 50.00
'BBB' loss coverage (%) 10.60 10.45 8.80 10.50 17.10 10.95 1.92
'BBB' foreclosure frequency
(%)
29.89 30.76 26.86 32.27 46.55 29.67 6.41
'BBB' loss severity (%) 35.46 33.97 32.76 32.54 36.73 36.91 30.00
www.spglobal.com January 24, 2022 8
© S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer
on the last page.
2784494
Presale: Deephaven Residential Mortgage Trust 2022-1
Table 2
Collateral Characteristics (cont.)
DRMT
2022-1
DRMT
2021-4
DRMT
2021-3
DRMT
2021-2
DRMT
2021-1
DRMT
2020-1
Archetypal
pool(i)
'B' loss coverage (%) 3.30 3.30 2.90 3.80 7.25 2.90 0.65
'B' foreclosure frequency (%) 12.41 13.07 11.72 14.67 25.48 10.33 3.25
'B' loss severity (%) 26.59 25.25 24.74 25.90 28.45 28.07 20.00
(i)As defined in our Feb. 22, 2018, criteria article. The guidance document published April 17, 2020, reflects a revision to our 'B' (base-case)
projected foreclosure frequency assumption for an archetypal loan to 3.25% from 2.50%. (ii)CLTV calculation includes second lien/ junior
mortgages identified. (iii)FICO reflects the most recent scores obtained with certain analytical assumptions. (iv)Self-employed considered in
our analysis. (v)Limited to borrowers who have multiple mortgage loans or properties included in the securitized pool. (vi)Limited to modified
and PCE loans considered in our analysis. (vii)Loans in forbearance are treated as current and included in the model forbearance adjustment.
This pool does not contain any loans that are in forbearance. (viii)Loans that are 30 days delinquent as of cut-off date (ix)Months of P&I
advancing on a delinquent mortgage loan to the extent such advances are deemed recoverable. (x)Combined pool-level adjustments are the
product of each pool-level adjustment listed above. WA--Weighted average. CLTV--Combined loan-to-value ratio. DSCR--debt service
coverage ratio. PUD--planned-unit development. IO--Interest only. PCE--Prior credit event. P&I--Principal and interest. N/A--Not applicable.
www.spglobal.com January 24, 2022 9
© S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer
on the last page.
2784494
Presale: Deephaven Residential Mortgage Trust 2022-1
Chart 2
On the transaction closing date, the affiliate of the sponsor will deposit the portion of the
mortgage loans it acquired from the aggregator to the seller (RCF II Loan LLC), and the remainder
of the loans are acquired by the seller directly. The transaction is structured as a true sale of all
the mortgage loans from the seller to the depositor (RCF II Master Depositor LLC), and then a true
sale from the depositor to the issuing trust (DRMT 2022-1) on the closing date. The issuing trust
transfers the notes to the depositor. The depositor sells the offered notes to the initial purchasers,
which will sell them to third-party investors. The depositor sells the non-offered notes, as well as
the notes required to be held to satisfy the risk retention rules, to the sponsor or affiliate.
In rating this transaction, S&P Global Ratings will review the legal matters it believes are relevant
to its analysis, as outlined in its criteria.
www.spglobal.com January 24, 2022 10
© S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer
on the last page.
2784494
Presale: Deephaven Residential Mortgage Trust 2022-1
Strengths And Weaknesses
We believe the following characteristics strengthen the DRMT 2022-1 transaction:
- Deephaven's overall mortgage operational assessment (MOA) ranking on its acquisition
process for non-QM mortgage loans, which accounts for, among others, the company's highly
experienced management team and mature aggregation platform relative to other non-QM
peers is AVERAGE.
- The third-party due diligence providers--Selene New Diligence Advisors LLC (NDA) and Incenter
LLC d/b/a Edgemac, both of which are on our list of reviewed providers--combined performed
due diligence on 100% of the pool's loans. Their review encompassed regulatory compliance,
credit (underwriting) compliance, property valuations, and data quality.
- The senior classes benefit from a credit support floor where no principal is paid to the
subordinate classes until the class A notes are retired.
We believe the following factors weaken the DRMT 2022-1 transaction:
- The mortgage pool includes property-focused investor loans that were underwritten to an
investment property business purpose program (26.9% by balance). The DSCR of these loans
range from 0.42 to 3.2, and the weighted average DSCR for these loans was 1.36. We applied an
adjustment factor ranging from 3.15x to 6.00x to the foreclosure frequencies for these loans.
- Income on certain mortgage loans (56.91% by balance) was verified using "alternative" income
documentation (personal/business bank statements or P&L statements). All of such loans were
underwritten to self-employed borrowers. We view income verification using alternative
documentation to be a weaker standard than "full" documentation of income. Consequently,
we increased our loss coverages for these loans by applying an adjustment to the foreclosure
frequencies. We applied an adjustment factor of 2.00x and 1.75x to the foreclosure frequencies
for loans using 12-23 months of bank statements or P&L statements, and at least 24 months of
bank statements, respectively.
- About 16.36% of the loans are backed by property types other than single-family homes and
PUDs, such as condominiums, and two- to four-family houses properties. We applied an
adjustment to their foreclosure frequencies or loss severity to account for this risk.
- Approximately 62.89% of the pool were loans made to self-employed borrowers. We applied a
1.10x adjustment factor to our loss estimates for these loans. The self-employment adjustment
factor is not applicable to property-focused investor loans.
- Non-QM loans, which have an increased risk of ATR challenges and associated loan losses,
comprise 68.56% of the pool. We applied an adjustment to loss severities per our QM criteria to
account for this risk.
- Some loans (16.80% by pool balance) in the pool include an IO period, including 68 fixed-IO
loans (13.36% by pool balance) and 13 ARM-IO loans (3.44% by pool balance). We increased the
foreclosure frequencies and loss severity of these loans per our criteria to account for this risk.
- The loan purpose for 267 loans (32.83% by pool balance) is a cash-out refinance, with an
average cash-out amount of $163,054; 63 loans have cash-out amounts greater than or equal
to $200,000.
- Some mortgage loans (25.63% of the pool by balance) were made to borrowers with current
FICO scores below 700 (including our assumption of a 678 FICO score for one borrower who lack
www.spglobal.com January 24, 2022 11
© S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer
on the last page.
2784494
Presale: Deephaven Residential Mortgage Trust 2022-1
a FICO score). The mortgage pool's loss estimate has been increased to account for the
increased default risk of these loans.
- The mortgage loan aggregator (Deephaven) and sponsor, both unrated entities, make the R&Ws
for this transaction. We have not reviewed the representations made by the originators because
those were not assigned to the trust. The R&W framework is weak because the testing of any
breaches (other than any loans showing ATR-related losses), is at the controlling holder's (the
majority owner of class XS and initially, either the sponsor or an affiliate of the sponsor) option.
In addition, the early payment default (EPD) covenant the sponsor provided is weaker than
typically seen in other non-QM transactions. The weaknesses of the framework are somewhat
mitigated by third-party due diligence on 100% of the loans, along with the alignment of
interest between noteholders and the sponsor, which holds the first-loss piece and retains risk
via a 5% slice (horizontal) of the capital structure. Consequently, we applied an R&W factor of
1.10x, which increased our loss expectations at all ratings by 10.0%.
Credit Analysis And Assumptions
Our analysis of the DRMT 2022-1 collateral pool considered a number of factors, including certain
loan-level characteristics. The details of our analysis are described below.
Property cash flow underwriting
We considered the underwriting methods employed for investor focus business purpose loans
(26.9% by pool balance), given that the qualifying metrics do not use traditional borrower
characteristics such as personal income and liabilities, but instead rely on the property's
propensity to generate cash flow from tenants. These loans are underwritten using a DSCR
generally calculated as rental income divided by mortgage payment liability (including taxes and
insurance). The weighted average DSCR of the pool is 1.36x. There are no loans in the pool that
were qualified without using this ratio based on other characteristics, such as FICO scores and
LTV ratios.
We consider the strength of the DSCR and apply adjustment factors to the foreclosure frequency
with higher factors applied to lower DSCRs and lower factors to higher DSCRs. This factor ranges
from 3.15x to 6.00x. The low end of the range (3.15x) was calibrated such that a DSCR loan with a
high DSCR (i.e., greater than or equal to 1.27x) is treated similarly to a weak traditionally
underwritten investor property (i.e., underwritten to the borrower's income) with less than 12
months of income verification and poor debt-to-income (DTI) attributes (i.e., where the maximum
adjustment factors for full-income documentation and DTI are assumed), all else being equal,
given the limited performance history of DSCR loans through an economic cycle.
The weighted average DSCR loss coverage adjustment factor for this pool was 1.69x, which we
believe adequately addresses the additional risk of DSCR loans that rely on the property cash flow
rather than personal income and liabilities.
Documentation type
The sponsor guidelines allow income verification using paystubs, W-2s/W-2 equivalents, tax
returns, written verification of income and alternative income documentation such as bank
statements, profit-and-loss (P&L) statements, and CPA letters. The sponsor also considers asset
depletion as borrower income and to qualify for monthly payments. For investment property loans
www.spglobal.com January 24, 2022 12
© S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer
on the last page.
2784494
Presale: Deephaven Residential Mortgage Trust 2022-1
underwritten to the property's rental income, the sponsor considers the properties' DSCRs (see
table 3).
Table 3
Documentation Type (Income Verification Type/Length)
Loan
count
(no.)
Current
balance
(%)
Alternative income
verification length
(WA # of months)
Foreclosure
frequency
adjustment
factors (x)
'AAA' foreclosure
frequency without
pool adjustment
factors (%)
Full documentation
Appendix Q/qualified
mortgage
1.00
Full (24+ months) 63 9.64 1.00 29.2
Full (24+ months) WVOE only 1 0.05 1.00 42.5
Full (12-23 months) 27 3.76 1.25 35.6
Full (12-23 months) WVOE
only
1.25
Full (1-11 months) 1 0.04 1.50 73.4
Full (1-11 months) WVOE only 1.50
Alternative documentation(i)
24+ months
Business bank statements 33 4.48 24.0 1.75 50.6
Personal bank statements 6 0.68 24.0 1.75 44.7
Personal and business bank
statements
20 3.94 24.0 1.75 54.4
P&L statements 1.75
12-23 months
Business bank statements 238 36.20 12.1 2.00 50.4
Personal bank statements 21 2.35 12.0 2.00 43.1
Personal and business bank
statements
32 6.24 12.0 2.00 51.0
P&L statements 34 3.03 12.0 2.00 60.0
1-11 months
Business bank statements 2.25
Personal bank statements 2.25
Personal and business bank
statements
2.25
P&L statements 2.25
Other documentation
Other (DSCR) 262 26.90 3.15-6.00 61.5
Other (zero DSCR/no ratio) 6.00
www.spglobal.com January 24, 2022 13
© S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer
on the last page.
2784494
Presale: Deephaven Residential Mortgage Trust 2022-1
Table 3
Documentation Type (Income Verification Type/Length) (cont.)
Loan
count
(no.)
Current
balance
(%)
Alternative income
verification length
(WA # of months)
Foreclosure
frequency
adjustment
factors (x)
'AAA' foreclosure
frequency without
pool adjustment
factors (%)
Other (asset
underwriting/depletion)
14 2.69 3.00 39.1
(i)The documentation source may include other secondary documentation types. WA--Weighted average. P&L--Profit and loss. DSCR--Debt
service coverage ratio.
As mentioned above, 26.9% of the pool by balance is made up of loans underwritten to a DSCR,
based on a property's rental income cash flow. The DSCR calculations provided by the issuer for
these loans ranged from 0.42 to 3.20, and the weighted average DSCR for these loans was 1.36.
Seventeen DSCR loans are cross-collateralized, which aggregate multiple properties under one
loan and are typically made to experienced investors. The properties within a loan generally share
homogenous features, such as loan purpose (rate or cash refinance), property type, and
geographical location. The DSCR for these loans is calculated by aggregating the qualifying rental
income and expenses for all properties securing the loan. We split these 17 loans into 94
property-level constituents where appropriate for our analysis (see table 4 for the average 'AAA'
and 'B' foreclosure frequencies for the DSCR, non-DSCR, and cross-collateralized DSCR loans). All
of the cross-collateralized loans contain a release provision where the borrower would need to pay
120.00% (per the originator guidelines) of the individual property loan amount in order to remove it
from the cross collateralized loan. This predetermined payoff premium reduces the incentive for
borrowers to release the liens on stronger properties and leave the relatively weaker properties to
back their cross-collateralized loan.
Table 4
Average 'AAA' And 'B' FFs For The DSCR Loans(i)
Loan count (no.) % of balance Avg. DSCR Avg. FF (%) ('AAA') Avg. FF (%) ('B')
DSCR (non cross-collateralized)
DSCR < 1 0 0.00 0.00 0.00 0.00
1 <= DSCR <= 1.27 0 0.00 0.00 0.00 0.00
DSCR > 1.27 0 0.00 0.00 0.00 0.00
Non-DSCR 0 0.00 - 0.00 0.00
Cross-collateral DSCR(i)
DSCR < 1 - - - - -
1 <= DSCR <= 1.27 0 0.00 0.00 0.00 0.00
DSCR > 1.27 0 0.00 0.00 0.00 0.00
Non-DSCR - - - - -
(i)17 cross-collateralized loans are backed by 94 properties. Asset depletion--14 loans. FF--Foreclosure frequency. DSCR--Debt service
coverage ratio.
For 92 loans (approximately 13.49% of the pool balance), traditional (full) documentation was
used for fully verifying and calculating the borrowers' qualifying income (e.g., pay stubs, W-2s,
www.spglobal.com January 24, 2022 14
© S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer
on the last page.
2784494
Presale: Deephaven Residential Mortgage Trust 2022-1
personal and business tax returns, IRS transcripts, and written verification of income). We applied
a documentation type adjustment factor ranging from 1.00x to 1.50x, depending on the length of
the income verification, for these loans.
We classified all loans underwritten to nontraditional sources of borrower income documentation,
such as bank statements (business or personal), CPA- or accountant-prepared letters
documenting income, and P&L statements as alternative documentation loans. Alternative
documentation was used on 384 loans (56.91% by pool balance), all of which used 12 or more
months of business/personal bank statements or P&L statements for income verification. We view
income verification using alternative documentation to be a weaker standard than full
documentation of income. As result, we increased our loss coverages for these loans by an
adjustment factor ranging from 1.75x to 2.00x, depending on the length of verification.
Fourteen loans in the pool (2.69% by pool balance) were underwritten considering accumulated
assets rather than a verified income stream. We classified these loans as "other" documentation
loans and applied a 3.00x adjustment to the foreclosure frequencies.
QM and ATR standards
The Consumer Financial Protection Bureau issued final regulations for mortgage loans with
applications submitted on or after Jan. 10, 2014, specifying the standards for a QM. Per the
designation provided by the sponsor and verified by the due-diligence firms, most loans are
categorized as non-QM/compliant (68.56% by balance) or not covered/exempt (31.44% by
balance).
Table 5
Qualified Mortgage Breakout
QM status Pool balance ($) % by pool balance Loan count (no.)
QM/non-HPML -- -- --
QM/HPML -- -- --
Non-QM/compliant 254,197,858 68.56 452
Not covered/exempt 116,567,329 31.44 377
QM--Qualified mortgage. HPML--Higher-priced mortgage loan.
Under the ATR rule (as more fully described in our QM criteria; see Appendix I of "Methodology And
Assumptions For Rating U.S. RMBS Issued 2009 And Later," published Feb. 22, 2018), the
originator and any assignee are jointly and separately liable for certain damages that may be
incurred from noncompliance with the rule. We applied our criteria for each loan subject to the
rule, which increased our loss coverage estimates at each rating category for the portion of
non-QM loans.
Servicer advancing obligations
For any loan that is not in forbearance, Selene or Shellpoint, the servicers, must advance
delinquent principal and interest (P&I) payments for any delinquent mortgage loan until that loan
is greater than 180 days' delinquent, at which time Selene or Shellpoint are no longer obligated to
advance delinquent P&I payments (limited P&I advances). If the P&I advancing party fails to
advance P&I, the master servicer, Computershare Trust Co. N.A., is obligated to make those
www.spglobal.com January 24, 2022 15
© S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer
on the last page.
2784494
Presale: Deephaven Residential Mortgage Trust 2022-1
advances. Unlike P&I advances, the servicer must make advances of delinquent taxes and
insurance (and other property preservation advances) for any delinquent mortgage loan until the
related property is liquidated or the servicers deems the advance to be nonrecoverable. We
adjusted the loss severities in our model to account for this limited P&I advancing.
Prior credit event (PCE) classification and analysis
The borrowers on a portion of the mortgage loans have had one or more PCEs, such as
bankruptcies or housing-related PCEs (foreclosures, short-sales, deed-in-lieu of foreclosure, etc.)
that may have limited their access to loan products offered by the various agencies. We believe
that a borrower's behavior surrounding a PCE could indicate what it would do when faced with a
similar situation in the future, and suggests a greater likelihood that it would default,
notwithstanding this and other adverse performance already incorporated in its FICO score.
Therefore, these borrowers may behave similarly to borrowers who are 30-days delinquent.
We focused primarily on prior bankruptcy, foreclosure, short-sale, and deed-in-lieu events (24
months from the cut-off date for bankruptcy discharges or dismissals and 36 months from the
cut-off date for housing-related events). For loans to borrowers with more seasoned PCEs, we
believe that the associated risks associated with those PCEs are reflected in the updated FICO.
We applied a rounded pool-level PCE-related loss coverage adjustment factor of 1.02x for this
pool, which was derived from the 2.50x weighted average factor (30-day delinquent loan factor),
for 14 loans (1.45% by pool balance), and a 1.00x factor for the remaining loans in the mortgage
pool.
Geographic Concentration
S&P Global Ratings analyzes the pool's geographic concentration risk based on the
concentrations of loans in each of the core-based statistical areas (CBSAs) as defined by the U.S.
Office of Management and Budget (see Appendix II of "Methodology And Assumptions For Rating
U.S. RMBS Issued 2009 And Later," published Feb. 22, 2018). In this transaction, the top five
CBSAs account for approximately 28.51% of the aggregate pool. Given the relative diversification
of the pool, we applied a Herfindahl adjustment factor (a concentration measure based on the
sum of the squared CBSA concentrations related to a benchmark concentration) of 1.00x to our
base loss coverage estimate.
Table 6
Geographic Concentration
CBSA code(i) CBSA State % by balance
31084 Los Angeles-Long Beach-Glendale California 10.15
38060 Phoenix-Mesa-Chandler Arizona 5.49
33124 Miami-Miami Beach-Kendall Florida 4.93
35614 New York-Jersey City-White Plains New York-New Jersey 4.14
11244 Anaheim-Santa Ana-Irvine California 3.80
Top five -- -- 28.51
(i)The CBSA code refers to the metropolitan division code, if available. CBSA--Core-based statistical area (includes metropolitan statistical
areas and metropolitan divisions where defined, as well as micropolitan statistical areas).
www.spglobal.com January 24, 2022 16
© S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer
on the last page.
2784494
Presale: Deephaven Residential Mortgage Trust 2022-1
Large Loans And Tail-Risk Considerations
As the number of loans in the transaction decreases, the effect of a single loan's losses becomes
greater. To mitigate this risk, this transaction provides for a sequential payment structure, which
does not allow for depletion, via principal payments, of the respective tranches that provide credit
support to each rated class. Due to the sequential payment mechanism, the preliminary 'AAA (sf)',
'AA (sf)', 'A (sf)', 'BBB (sf)', 'BB (sf)', and 'B- (sf)' rated classes effectively have an initial floor of
29.20%, 24.40%, 17.00%, 11.40%, 7.00%, and 2.65%, respectively.
To analyze the appropriateness of this effective credit enhancement floor, we use the approach
outlined in "Methodology And Assumptions For Rating U.S. RMBS Issued 2009 And Later"
published Feb. 22, 2018. Per this approach, instead of focusing on the largest loans by pool
balance at issuance, we risk-weight the loans in the transaction by focusing on those loans with
the largest expected loss exposure assuming default.
After considering the enhancement provided in the transaction and the expected pay down of the
notes, we believe the rated senior notes are sufficiently protected from tail risk as the transaction
seasons.
MOA Review
Deephaven
We conducted a MOA of Deephaven's acquisition process for non-QM mortgage loans and
assigned our overall AVERAGE MOA ranking to Deephaven. The ranking reflects our AVERAGE
qualitative subranking and AVERAGE quantitative subranking. Based on the results of our MOA,
we determined a loss coverage adjustment factor of 1.00x for Deephaven. This accounts for the
company's highly experienced management team, 100% due diligence review of its loan
acquisitions, and mature aggregation platform relative to other non-QM peers, measured against
the lack of a formal independent risk management group or internal audit function, and the fact
that its loan performance history has not experienced a housing or economic downturn.
The company was founded in June 2012 and acquired by Varde Partners Inc. in November 2014. In
September 2019, Pretium Partners LLC (Pretium) acquired Deephaven from Varde Partners LLC.
Pretium is a specialized alternative investment manager focused on real estate and corporate
credit. The company was founded in 2012 to capitalize on secular investment and lending
opportunities that arose after the global financial crisis as a result of structural changes within
the economy, the residential housing sector, and mortgage finance markets. Pretium has built an
integrated analytical and operational ecosystem within the U.S. residential housing, mortgage,
and corporate credit markets. As of Sept. 30, 2021, it manages $31.8 billion in assets, of which
over $29.0 billion is invested through either single-family rentals or residential credit.
Pretium is active in residential credit and manages a residential whole loan strategy that has
acquired loans with a total unpaid principal balance of approximately $6.1 billion through
September 2021. The company has strategically built and acquired affiliates and key partners to
optimize performance and drive its returns across residential credit. Pretium has built a vertically
integrated residential credit platform, supporting the entire lifecycle of the asset
class--origination, asset management, servicing, and disposition.
Deephaven purchases non-QM loans from preapproved correspondents and also originates loans
www.spglobal.com January 24, 2022 17
© S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer
on the last page.
2784494
Presale: Deephaven Residential Mortgage Trust 2022-1
sourced from preapproved brokers through its wholesale channel. In 2017, Deephaven rolled out
its wholesale channel, in which the company is able to originate and fund non-QM loans that are
sourced through a network of approved brokers. It expects continued growth on the correspondent
side. The company is also licensed to originate mortgage loans in 46 states as of September 2021.
All of the company's functions take place in Charlotte, N.C.
Deephaven conducts 100% due diligence on loans that it acquires using third-party review firms
that are on S&P Global Ratings' reviewed list (see "S&P Global Ratings Publishes List Of
Third-Party Due Diligence Firms Reviewed For U.S. RMBS As Of Sept. 10, 2021," published Sept.
10, 2021). The scope of the review, which is consistent with market standards, comprises a full
re-underwrite on these loans (credit, compliance, property valuation, and fraud). All loans must be
submitted to an automated fraud and data check tool.
In addition to the third-party due diligence firm's review, Deephaven's underwriting team performs
a pre-close eligibility credit and collateral review on certain loans. Compliance reviews are
conducted by a third-party due diligence firm before the company purchases the loans.
Deephaven said it will add post-purchase quality control reviews if it starts allowing a
less-than-100% due diligence review by the third-party firm. The company also noted it has done
very few loans on a nondelegated basis. For 100% of the loans originated through the wholesale
channel, third-party due diligence firms perform post-funding compliance reviews.
Although Deephaven is one of the more mature aggregators in the non-QM sector with a longer
track record of loan performance (formed in 2012 and started purchasing loans in March 2013), it
has not yet experienced a typical (i.e., non-COVID-19 pandemic related) housing or economic
downturn. In 2021 and 2020, Deephaven's acquisitions were approximately $947 million and $580
million, respectively, up from $3.3 million in 2013. Through December 2020, Deephaven's
acquisitions totaled over $7.5 billion since it started aggregating loans. To date, Deephaven's
performance has generally been consistent with our expectations for an average non-QM
aggregator given the economic environment of the past several years.
Key assessment factors
Deephaven's strengths include:
- An experienced management team averaging over 20 years of industry experience;
- A requirement to conduct 100% due diligence (prepurchase) on all acquisitions, which includes
a full review of credit, compliance, property valuation, and fraud;
- An absence of legacy issues, allowing the company to build a holistic approach to reviewing
sellers; and
- Servicing retention on loans that it acquires.
Partly offsetting the above strengths, are, in our view, the following weaknesses:
- Its loan performance history does not cover a typical housing or economic downturn; and
- No formal independent risk management function or internal audit department.
Additionally, we conducted a primarily quantitative-focused, transaction-specific review of ACC
Mortgage, which represent 27.00% of the pool by balance. Based on our analysis, we determined
the originator's loan performance was in line with that of Deephaven's securitized portfolio.
Therefore, we concluded that the 1.00x loss coverage adjustment factor applicable for Deephaven
was also appropriate for the loans originated by ACC Mortgage.
www.spglobal.com January 24, 2022 18
© S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer
on the last page.
2784494
Presale: Deephaven Residential Mortgage Trust 2022-1
As such, we applied an overall MOA loss coverage adjustment factor for the aggregate pool of
1.00x.
Third-Party Due Diligence Review
Selene New Diligence Advisors LLC (Selene) and Incenter LLC d/b/a Edgemac, combined,
performed third-party due diligence on 100% of the loans in the transaction. The scope
encompassed compliance, credit, and valuation reviews. After reviewing the third-party due
diligence results, we applied a final rounded adjustment of 1.00x to the loss coverage at all rating
categories.
Some loans fell within the scope of the TILA-RESPA Integrated Disclosure (TRID) rule. For these
loans, the third-party firms followed the Structured Finance Assn. RMBS 3.0 TRID Compliance
Review Scope in conducting their final loan reviews (see "Standard & Poor's Comfortable With
SFIG Draft Proposal Regarding TRID Due Diligence," published April 25, 2016). In accordance with
our criteria, we adjust our loss expectations based on our view of the firms' findings (see Appendix
III of "Methodology And Assumptions For Rating U.S. RMBS Issued 2009 And Later," published
Feb. 22, 2018).
Fourteen loans were originated by ACC Mortgage to ITIN borrowers which were reviewed by
Selene. Selene followed agency guidelines to review their legal residency status and classified
these borrowers as non-permanent resident aliens.
Highlight of the findings include:
- One loan had a property valuation grade of "C" due to secondary valuation outside of the
negative 10% tolerance.
All other loans received final credit, valuation, and regulatory compliance (wherever applicable)
grades of "A" or "B". For the above valuation grade "C" loan, we made upward adjustments to the
estimated loss coverage of 1.30x which resulted in a pool level due diligence adjustment factor of
1.00x.
R&Ws
According to our criteria (see Appendix IV of "Methodology And Assumptions For Rating U.S. RMBS
Issued 2009 And Later," published Feb. 22, 2018), S&P Global Ratings reviewed the R&Ws made by
the mortgage loan aggregator and the sponsor in this transaction. In addition, our review of the
R&W framework accounts for review triggers, knowledge qualifiers, sunset provisions, gap reps,
and enforcement mechanisms. We evaluated the strength of these R&Ws and considered whether
any breach could have a materially adverse impact on the interests of the transaction's
noteholders. If the R&Ws in the transaction documents do not address the issues in our published
R&W framework, we will determine whether we believe it is appropriate to assess additional credit
enhancement. Lastly, we will consider the R&W providers' ability to fulfill their obligations in the
event of a breach.
The seller acquired majority of the loans in this transaction from various originators and the
aggregator (Deephaven) originated or acquired the rest of the loans. The mortgage loan aggregator
does not pledge the originators' R&Ws to the trust but rather makes R&Ws on the mortgage loans
itself. For certain R&Ws that the aggregator provides as of the date it sold its loans to the sponsor
and subsequently transferred to the seller, the sponsor provides such R&Ws covering the gap
period from such sale date to the closing date (when the loans are sold to the issuing trust).
www.spglobal.com January 24, 2022 19
© S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer
on the last page.
2784494
Presale: Deephaven Residential Mortgage Trust 2022-1
We consider the R&W framework to be weaker than those seen in recent prime jumbo transactions
because the testing of any breaches (other than any loans showing losses related to ATR) is not
automatic, but rather at the option of the controlling holder (initially, the sponsor or an affiliate of
the sponsor). The controlling noteholder's expense for the R&W review will be reimbursed from the
trust's assets. However, 25.0% or more of the noteholders will be able to initiate reviews at their
expense if the controlling holder chooses not to review or if the noteholders disagree with the
findings of the controlling holder on any review.
The R&Ws are generally consistent with our published criteria and shall remain in effect for the
transaction's life. In addition, the applicable remedy provider is required to appropriately remedy
any ensuing R&W breach if it has a materially adverse impact on the loan by either curing the
breach or purchasing the mortgage loan at the repurchase price.
The issuer will include an EPD covenant with a timeframe longer than typically seen in recent
prime jumbo transactions. An EPD event is an event that occurs with respect to a mortgage loan
when a payment (other than any payment during a forbearance period due to the COVID-19
pandemic) that is due during one of the first three months after the origination date becomes 60 or
more days' Mortgage Bankers Assn. (MBA) delinquent. An EPD mortgage loan is a mortgage loan
that has experienced an EPD event, except to the extent no scheduled monthly payment (other
than any payment during a forbearance period due to the COVID-19 pandemic) with respect to the
mortgage loan is more than 30 days' MBA delinquent on any date between the EPD event and the
sixth due date following the origination date. Within 90 days after the sponsor receives an EPD
notice, the sponsor must repurchase the related EPD mortgage loan from the issuer at a price
equal to the repurchase price.
The enforcement mechanism for R&W breaches includes provisions for a breach review, at the
controlling holder's option, by an independent reviewer or by the controlling holder itself for any
loan that experiences a realized loss. A review is mandatory only in the case of an ATR-related
realized loss. TRID defects, as determined by a judicial proceeding, will be repurchased without
any review or consideration of materiality. Dispute resolutions are ultimately subject to binding
arbitration proceedings, if necessary, to determine if a breach occurred. If the controlling holder
prevails in arbitration, then the arbitration expenses are reimbursed as part of extraordinary trust
expenses; otherwise, the expenses are not reimbursed by the trust.
Although the MOA's result reflects a solid aggregation platform, in our opinion, a party with
potentially limited repurchasing ability is providing R&Ws. Therefore, we applied a 1.10x loss
coverage adjustment to compensate for the risk associated with the financial capacities of the
R&W provider as well as the weaknesses of the framework as described above. We believe this
adjustment is appropriate in the context of the due diligence performed on the loans and the
collateral's relative credit quality.
Structural Features
Similar to some nonprime RMBS transactions issued shortly after the start of the COVID
pandemic, DRMT 2022-1 has a sequential payment structure. Principal is paid sequentially to the
senior, mezzanine, and subordinate classes.
The paying agent will make monthly interest distributions from the interest remittances and
principal from the principal remittances (see tables 7, 8, and 9).
The interest remittance amount includes the interest collected from borrowers or advanced on
their behalf (including interest payments that accompany prepayments, any compensating
interest, and interest portions of liquidation proceeds [net of expenses], subsequent recoveries,
www.spglobal.com January 24, 2022 20
© S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer
on the last page.
2784494
Presale: Deephaven Residential Mortgage Trust 2022-1
redemption prices, and repurchase amounts) minus aggregate servicing fees, indenture trustee
fee, master servicing fees, owner trustee fees, custodial fee, the servicer advance
reimbursements, reimbursable expenses incurred by the controlling holder, and extraordinary
expenses, which are generally subject to a $500,000 annual cap. Although the extraordinary
expenses are passed through as reduced contractual interest due to the noteholders, we ran
these expenses at a certain percentage of their capped amounts to stress the excess spread (as
described in the Interest Stresses section below). We also considered the extraordinary expenses
when analyzing projected interest reduction amounts (as described in the Imputed Promises
section below).
Principal remittance amounts include the principal collected from borrowers or advanced on their
behalf (including prepayments, principal portions of liquidation proceeds [net of expenses],
subsequent recoveries, redemption prices, and repurchase amounts) minus fees, reimbursable
advances and extraordinary expenses that could not be paid from interest collections.
Table 7
Interest Payment Waterfall
Priority Payment
1 Interest and interest carry-forward amounts(i) sequentially to the class A-1, A-2, A-3, M-1, B-1,
B-2, and B-3 notes.
2 Any remaining amounts paid as part of monthly excess cash flows.
(i)Interest carry-forward amounts are deferred interest payments that accrue interest at the lower of the respective fixed coupon and the net
WAC rate. Our preliminary ratings address the full payment of all interest and interest carry-forward amounts by the final maturity date.
WAC--Weighted average coupon.
Table 8
Principal Payment Waterfall
Priority Payment
1 Unpaid interest and interest carryforward amounts to the class A-1 notes.
2 Unpaid interest and interest carryforward amounts to the class A-2 notes.
3 Principal to the class A-1 notes until reduced to zero.
4 Principal to the class A-2 notes until reduced to zero.
5 Unpaid interest and interest carryforward amounts to the class A-3 notes.
6 Principal to the class A-3 notes until reduced to zero.
7 Unpaid interest and interest carryforward amounts to the class M-1 notes.
8 Principal to the class M-1 notes until reduced to zero.
9 Unpaid interest and interest carryforward amounts to the class B-1 notes.
10 Principal to the class B-1 notes until reduced to zero.
11 Unpaid interest and interest carryforward amounts to the class B-2 notes.
12 Principal to the class B-2 notes until reduced to zero.
13 Unpaid interest and interest carryforward amounts to the class B-3 notes.
14 Principal to the class B-3 securities until reduced to zero.
15 Any remaining amounts paid as part of monthly excess cash flows.
www.spglobal.com January 24, 2022 21
© S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer
on the last page.
2784494
Presale: Deephaven Residential Mortgage Trust 2022-1
Table 9
Monthly Excess Cash Flow Waterfall
Priority Payment
1 Sequentially to class A-1, A-2, A-3, M-1, B-1, B-2, and B-3 notes, up to the amount of any realized losses in
the current period.
2 Sequentially to class A-1, A-2, A-3, M-1, B-1, B-2, and B-3 notes, up to the amount of any cumulative
applied realized losses until their respective note amount is reduced to zero.
3 Sequentially to class A-1, A-2, A-3, M-1, B-1, B-2, and B-3 notes, up to the amount of any remaining
cumulative applied realized loss amounts, to reimburse for applied realized loss amounts previously
allocated thereto.
4 To the cap carry-over reserve account, up to the aggregate cap carry-over amount for class A-1, A-2, A-3,
and M-1 notes and then, sequentially, from amounts on deposit in the cap carry-over reserve account, to
class A-1, A-2, A-3, and M-1 notes any unpaid cap carry-over amounts(i).
5 To the class XS notes.
6 To the transaction parties, on a pro rata basis, any fees, expenses, or indemnification amounts not
previously paid due to application of the annual cap and any subcaps.
7 Any remaining amounts to the class R certificates.
(i)The cap carry-over amount is the positive difference between the interest that would have accrued at the fixed coupon (without regard to the
net WAC rate) and what was actually due based on the net WAC rate. Any prior unpaid cap carry-over amounts also accrue at the fixed rate. Our
preliminary ratings do not address the payment of cap carry-over amounts. WAC--Weighted average coupon.
Interest on the class A-1, A-2, A-3, and M-1 notes is based on the lower of the coupon on the notes
and the net weighted average coupon (WAC) rate (defined as the mortgage interest rate net of fees
and extraordinary expenses). In line with our imputed promises analysis, our preliminary ratings
address the lower of these two rates (see "S&P Global Ratings Definitions," published Nov. 10,
2021). Interest on class B-1, B-2 and B-3 is equal to the net WAC rate.
Under the transaction documents, the issuer can defer interest payments on these securities. A
failure to pay the interest amounts due on the securities will result in the interest being deferred.
Deferred interest (interest carry-forward amounts) accrues at the lower of the fixed rate and net
WAC rate for the class A-1, A-2, A-3, and M-1 notes, and at the net WAC rate for the class B-1, B-2,
and B-3 notes. Our preliminary ratings address ultimate P&I payments (including interest
carry-forward amounts) by the notes' final maturity date.
However, our preliminary ratings do not address the payment of cap carry-over amounts (i.e., the
difference between the fixed coupon and the net WAC rate where the fixed coupon exceeds the net
WAC rate), which are subordinated in the payment priority. In our view, neither the notes' initial
coupons nor the initial net WAC rate are de minimis, and nonpayment of the cap carryover
amounts is not considered an event of default under the transaction documents. Therefore, in line
with our analysis for imputed promises, we did not consider whether these cap carry-over
amounts are paid in our cash flow analysis.
All of the notes are paid principal sequentially. Unlike the credit enhancement seen in
shifting-interest RMBS structures, which may deplete due to scheduled and unscheduled
principal paid to the subordinate classes, the credit enhancement in DRMT 2022-1 does not
deplete since no principal payments are made on a class while a more senior class is outstanding.
The transaction starts with a 29.20% enhancement for the senior-most class and with an 17.00%
enhancement for the senior classes (rated 'AAA' through 'A') as a group. This enhancement grows
as a percentage of the current balance as the most senior class is paid down.
If the notes' aggregate class balance exceeds the pool balance, the resulting excess (the applied
www.spglobal.com January 24, 2022 22
© S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer
on the last page.
2784494
Presale: Deephaven Residential Mortgage Trust 2022-1
realized loss amount) is applied reverse-sequentially to the class B-3, B-2, B-1, M-1, A-3, A-2, and
A-1 notes until each class' principal balance has been reduced to zero.
Additionally, if the pool balance exceeds the notes' aggregate class balance, the resulting excess
(the note write-up amount) will be applied sequentially to the class A-1, A-2, A-3, M-1, B-1, B-2,
and B-3 notes to write-up any classes (that had earlier been written-down) up to the realized and
applied realized loss amount allocated to that class.
Cash Flow And Scenario Analysis
We reviewed the transaction structure and performed a cash flow analysis to simulate various
rating stress scenarios to determine the preliminary ratings for each class consistent with our
criteria, accounting for the available credit enhancement (see table 10). We analyzed a variety of
scenarios for each rating category, including combinations of:
- Front and back-loaded default timing curves;
- Two-year recovery lag assumptions;
- Fast and slow prepayment assumptions;
- High, low, and forward/flat interest rate curve assumptions;
- WAC deterioration stress; and
- Extraordinary trust expense stresses.
Table 10
Cash Flow Assumptions
Scenario
AAA AA A BBB BB B-
Recovery lag (mos.) 24 24 24 24 24 24
Prepayments (%)(i)
Low CPR 1 2 3 4 5 6
High CPR 20 20 20 20 20 20
Extraordinary trust expenses (% of capped amount)(ii) 100.00 100.00 95.00 40.00 30.00 17.50
Foreclosure frequency (%) 53.78 47.74 38.64 29.89 20.98 9.94
Loss severity (%) 56.15 51.01 41.28 35.46 30.74 26.66
Loss coverage (%) 30.20 24.35 15.95 10.60 6.45 2.65
(i)Using a standard prepayment convention. CPR--Conditional prepayment rate. (ii)Applied monthly between periods 13 and 60 period.
CPR--Conditional prepayment rate.
Notwithstanding the use of excess interest within the transaction structure, we applied front- and
back-loaded rather than bulleted (e.g., semiannual or annual lump sum) default timing curves in
our analysis. This reflects our view of the potential volatility of cash flows given the loans are
generally recently originated or acquired by a reviewed aggregator, subject to third-party due
diligence, include structural considerations, and partial P&I advancing by the servicer.
We applied the foreclosure frequencies, loss severities, and combinations of the stresses noted
above in our cash flow runs, and observed some periodic missed interest due to the liquidity stress
associated with no advancing. To pass our rating category specific stresses, the interest deferrals
www.spglobal.com January 24, 2022 23
© S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer
on the last page.
2784494
Presale: Deephaven Residential Mortgage Trust 2022-1
(or interest carry-forward amounts) resulting from any missed interest payments on the securities
have to be paid in full by the maturity date. All deferred interest was paid back with interest under
the applicable rating-specific stresses in our cash flow projections. The results show that each
preliminary rated class in the transaction is enhanced to a degree consistent with the respective
assigned preliminary rating.
Table 11
Structural Assessment
Class Rating
Initial class
size (%)
Initial credit
enhancement (%)
Loss coverage
(%)
Percentage point difference between credit
enhancement and loss coverage
A-1 AAA (sf) 70.80 29.20 30.20 (1.00)
A-2 AA (sf) 4.80 24.40 24.35 0.05
A-3 A (sf) 7.40 17.00 15.95 1.05
M-1 BBB
(sf)
5.60 11.40 10.60 0.80
B-1 BB (sf) 4.40 7.00 6.45 0.55
B-2 B- (sf) 4.35 2.65 2.65 0.00
B-3 NR 2.65 0.00 N/A N/A
NR--Not rated. N/A--Not applicable.
Servicer Stop Advance Stresses
Although the transaction documents provide for up to six months of P&I advance obligation, we
assumed that no P&I advances were being made in our cash flow projections on defaulted loans
that have not yet been liquidated (we assume a 24-month lag between default and liquidation).
Our cash flow projections consider this additional liquidity stress and the transaction's ability to
make monthly interest payments and, if necessary, deferred interest payments with interest
thereon (interest carryforward amounts) by the final payment date on the preliminary rated
classes.
WAC deterioration stress
To address the potential for a pool's WAC to decline over time as higher coupon loans prepay or
default, we stress the pool's projected cash flows by reducing the interest accrued on the assets.
Where appropriate, we review the distribution of loan coupons in the pool, based on measures
such as the standard deviation, interquartile range, and maximum/minimum ranges, to assess the
pool's homogeneity with respect to loan coupons.
Generally, the stress is based on the pool's WAC at the time of analysis versus 10 years later,
based on an assumed reduction in the pool balance of 10.00% per year applied to the loans with
the highest coupons. This WAC difference is the maximum WAC deterioration assumed for the
pool. The stress applied starts at zero in the transaction's first month and increases linearly each
month to the maximum through year 10, at which point, it remains constant at the maximum
through the deal's remaining life. This stress is applied in all cash flow stress scenarios at all
rating levels. For this mortgage pool, we applied a maximum WAC deterioration of 0.96%.
www.spglobal.com January 24, 2022 24
© S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer
on the last page.
2784494
Presale: Deephaven Residential Mortgage Trust 2022-1
Interest stresses
In this transaction, extraordinary trust expense payments reduce the net WAC rate, which
effectively allocates the extraordinary trust expenses pro rata across all senior and subordinate
noteholders by reducing their interest payments by the amount of the extraordinary trust
expenses paid (subject to the annual cap). Although the extraordinary expenses are passed
through as reduced contractual interest due to noteholders, we ran these expenses from periods
13 to 60 (four years) at a certain percentage of the capped amounts as specified in our criteria to
test any impact on the securities. We tested this because the securities depend on excess spread
as a form of credit enhancement and the presence of certain structural features (such as limited
P&I advancing), and because interest payments on the securities are deferrable.
Imputed Promises Analysis
We impute the interest owed to the security holders when rating U.S. RMBS transactions where
credit-related events can reduce interest owed to the tranches across the capital structure rather
than an allocation of that credit-related loss to the available credit support, based on our
guidance, see "Guidance: Methodology And Assumptions For Rating U.S. RMBS Issued 2009 And
Later," published Dec. 8, 2020. WAC deterioration that occurs because of defaults, repurchases, or
prepayments is either already accounted for in our loss expectations or not considered
credit-related and, therefore, it is not considered as part of this analysis.
Because this transaction provides for credit-related loan modifications and extraordinary trust
expenses to reduce the net WAC at which the transaction's bond coupons are capped, we applied
the approach outlined in the guidance to assess the maximum potential rating (MPR) that could
apply based on our projected interest reduction amount (PIRA). As this is a new issue transaction,
there were no outstanding cumulative interest reduction amounts to be considered.
Consistent with our guidance, we assumed that 50.00% of the nonmodified loans projected to
default under the applicable rating stress scenario would be modified. We also assumed that 75%
of the projected modifications are interest rate modifications, with an interest rate reduction of
2%. When added to the extraordinary trust expenses, this resulted in a maximum PIRA on the
preliminary rated notes that is significantly below the 4.50% threshold. We stressed extraordinary
trust expenses by the relevant extraordinary expense application factor over 48 months, starting
from month 13 through 60 of the transaction's life. Based on the results of our analysis, there was
no impact on the securities' MPR.
Historically, we have observed that extraordinary trust expenses have been both minimal when
they occur and extremely limited in pre-2009 RMBS transactions. We continue to expect their
actual occurrence in 2009 and later transactions to be rare.
Operational Risk Assessment
Our criteria "Global Framework For Assessing Operational Risk In Structured Finance
Transactions," published Oct. 9, 2014, present our methodology and assumptions for assessing
certain operational risks (severity, portability, and disruption risks) associated with asset types
and key transaction parties (KTPs) that provide an essential service to a structured finance issuer.
According to the criteria, we cap the ratings on a transaction if we believe operational risk could
lead to credit instability and affect the ratings.
www.spglobal.com January 24, 2022 25
© S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer
on the last page.
2784494
Presale: Deephaven Residential Mortgage Trust 2022-1
As provided in the operational risk criteria, for severity risk and portability risk, there are three
possible rankings: high, moderate, or low. For disruption risk, there are four possible rankings:
very high, high, moderate, or low. The rankings for each of the three risks determine the MPR that
can be assigned to a structured finance security for a given KTP before giving consideration to any
provisions for a backup KTP, such as a master servicer.
According to our criteria, we rank severity and portability risk for nonprime residential mortgage
collateral as moderate and low, respectively. For this transaction, Computershare, as master
servicer, is the KTP.
For our disruption risk assessment of Computershare, we determined that the company generally
exhibits the characteristics that would characterize it as stable regarding its operating condition.
This part of the assessment considered S&P Global Ratings' 'BBB' rating on Computershare Ltd.
Computershare Ltd., through its Computershare Trust Co. N.A. subsidiary, has completed its
acquisition of the Wells Fargo Corporate Trust Services (WFCTS) business to strengthen its North
American corporate trust services franchise. For key performance attributes, we considered
Computershare's track record, experience in the servicing space, portfolio growth, and
transparency, as well as any regulatory or legal issues, and determined that it met the attributes
that would categorize it as satisfactory. Based on the disruption risk assessment matrix, an
operating condition of stable, combined with an assessment of key performance attributes of
satisfactory, the disruption risk for Computershare would be low. Given these risk assessments
for Computershare, our criteria do not cap the ratings on the transaction.
Related Criteria
- General Criteria: Environmental, Social, And Governance Principles In Credit Ratings, Oct. 10,
2021
- Criteria | Structured Finance | General: Global Framework For Payment Structure And Cash
Flow Analysis Of Structured Finance Securities, Dec. 22, 2020
- Criteria | Structured Finance | General: Methodology To Derive Stressed Interest Rates In
Structured Finance, Oct. 18, 2019
- Criteria | Structured Finance | Legal: U.S. Structured Finance Asset Isolation And
Special-Purpose Entity Criteria, May 15, 2019
- Criteria | Structured Finance | General: Counterparty Risk Framework: Methodology And
Assumptions, March 8, 2019
- Criteria | Structured Finance | General: Incorporating Sovereign Risk In Rating Structured
Finance Securities: Methodology And Assumptions, Jan. 30, 2019
- Criteria | Structured Finance | RMBS: Assumptions Supplement For Methodology And
Assumptions For Rating U.S. RMBS Issued 2009 And Later, Feb. 22, 2018
- Criteria | Structured Finance | RMBS: Methodology And Assumptions For Rating U.S. RMBS
Issued 2009 And Later, Feb. 22, 2018
- Criteria | Structured Finance | RMBS: U.S. Residential Mortgage Operational Assessment
Ranking Criteria, Feb. 22, 2018
- General Criteria: Methodology For Linking Long-Term And Short-Term Ratings, April 7, 2017
- Criteria | Structured Finance | General: Global Framework For Assessing Operational Risk In
Structured Finance Transactions, Oct. 9, 2014
www.spglobal.com January 24, 2022 26
© S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer
on the last page.
2784494
Presale: Deephaven Residential Mortgage Trust 2022-1
- General Criteria: Criteria For Assigning 'CCC+', 'CCC', 'CCC-', And 'CC' Ratings, Oct. 1, 2012
- General Criteria: Principles Of Credit Ratings, Feb. 16, 2011
- Criteria | Structured Finance | General: Methodology For Servicer Risk Assessment, May 28,
2009
Related Research
- A Sudden Correction To Fast-Rising U.S. Home Prices Isn’t Likely, Dec. 2, 2021
- Economic Outlook U.S. Q1 2022: Cruising At A Lower Altitude, Nov. 29, 2021
- S&P Global Ratings Definitions, Nov. 10, 2021
- Servicer Evaluation: Selene Finance L.P., Oct. 21, 2021
- Select Servicer List, Oct. 13, 2021
- S&P Global Ratings Publishes List Of Third-Party Due Diligence Firms Reviewed For U.S. RMBS
As Of Sept. 10, 2021, Sept. 10, 2021
- Non-Qualified Mortgage Summer Snapshot, July 22, 2021
- Computershare Ltd., July 9, 2021
- ESG Industry Report Card: Residential Mortgage-Backed Securities, March 31, 2021
- S&P Global Ratings Is Assessing The Impact Of COVID-19 On Mortgage Market Outlooks For
Global RMBS, April 17, 2020
- Servicer Evaluation: Shellpoint Mortgage Servicing, April 1, 2020
- U.S. Residential Mortgage Input File Format For LEVELS, March 6, 2020
- Credit Rating Model: LEVELS Model For U.S. Residential Mortgage Loans, Aug. 5, 2019
- Key Factors For Assessing U.S. Non-Qualified Mortgage Bank Statement Loans, April 10, 2019
- Credit Rating Model: Intex RMBS Cash Flow Model, April 7, 2017
- Older RMBS Transactions Face Increased Tail Risk As Their Pools Shrink, Aug. 9, 2012
The authors would like to thank Sagar Kapadi his research contributions to this report.
www.spglobal.com January 24, 2022 27
© S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer
on the last page.
2784494
Presale: Deephaven Residential Mortgage Trust 2022-1
Contact List
PRIMARY CREDIT ANALYST SECONDARY CONTACT SECONDARY CONTACT
Manmadh K Venkatesan, CFA
Toronto
+ 1 (212) 438 4569
Kalpesh S Ghule
Centennial
+ 1 (303) 721 4157
Diane Lebowitz
New York
+ 212-438-1524
SECONDARY CONTACT SECONDARY CONTACT SURVEILLANCE CREDIT ANALYST
Kimball Ng
New York
+1 212-438-2250
Jessica Barbara
New York
+ 1 (212) 438 1726
Truc T Bui
San Francisco
+ 1 (415) 371 5065
ANALYTICAL MANAGER
Vanessa Purwin
New York
+ 1 (212) 438 0455
www.spglobal.com January 24, 2022 28
© S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer
on the last page.
2784494
Presale: Deephaven Residential Mortgage Trust 2022-1
S&P may receive compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of securities or from obligors.
S&P reserves the right to disseminate its opinions and analyses. S&P's public ratings and analyses are made available on its Web sites,
www.spglobal.com/ratings (free of charge), and www.ratingsdirect.com (subscription), and may be distributed through other means, including via
S&P publications and third-party redistributors. Additional information about our ratings fees is available at www.spglobal.com/usratingsfees.
S&P keeps certain activities of its business units separate from each other in order to preserve the independence and objectivity of their respective
activities. As a result, certain business units of S&P may have information that is not available to other S&P business units. S&P has established
policies and procedures to maintain the confidentiality of certain non-public information received in connection with each analytical process.
Credit-related and other analyses, including ratings, and statements in the Content are statements of opinion as of the date they are expressed and
not statements of fact. S&P's opinions, analyses and rating acknowledgment decisions (described below) are not recommendations to purchase,
hold, or sell any securities or to make any investment decisions, and do not address the suitability of any security. S&P assumes no obligation to
update the Content following publication in any form or format. The Content should not be relied on and is not a substitute for the skill, judgment and
experience of the user, its management, employees, advisors and/or clients when making investment and other business decisions. S&P does not act
as a fiduciary or an investment advisor except where registered as such. While S&P has obtained information from sources it believes to be reliable,
S&P does not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives. Rating-related
publications may be published for a variety of reasons that are not necessarily dependent on action by rating committees, including, but not limited
to, the publication of a periodic update on a credit rating and related analyses.
To the extent that regulatory authorities allow a rating agency to acknowledge in one jurisdiction a rating issued in another jurisdiction for certain
regulatory purposes, S&P reserves the right to assign, withdraw or suspend such acknowledgment at any time and in its sole discretion. S&P Parties
disclaim any duty whatsoever arising out of the assignment, withdrawal or suspension of an acknowledgment as well as any liability for any damage
alleged to have been suffered on account thereof.
Copyright © 2022 Standard & Poor's Financial Services LLC. All rights reserved.
No content (including ratings, credit-related analyses and data, valuations, model, software or other application or output therefrom) or any part
thereof (Content) may be modified, reverse engineered, reproduced or distributed in any form by any means, or stored in a database or retrieval
system, without the prior written permission of Standard & Poor's Financial Services LLC or its affiliates (collectively, S&P). The Content shall not be
used for any unlawful or unauthorized purposes. S&P and any third-party providers, as well as their directors, officers, shareholders, employees or
agents (collectively S&P Parties) do not guarantee the accuracy, completeness, timeliness or availability of the Content. S&P Parties are not
responsible for any errors or omissions (negligent or otherwise), regardless of the cause, for the results obtained from the use of the Content, or for
the security or maintenance of any data input by the user. The Content is provided on an “as is” basis. S&P PARTIES DISCLAIM ANY AND ALL EXPRESS
OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR
USE, FREEDOM FROM BUGS, SOFTWARE ERRORS OR DEFECTS, THAT THE CONTENT'S FUNCTIONING WILL BE UNINTERRUPTED OR THAT THE
CONTENT WILL OPERATE WITH ANY SOFTWARE OR HARDWARE CONFIGURATION. In no event shall S&P Parties be liable to any party for any direct,
indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees, or losses (including, without
limitation, lost income or lost profits and opportunity costs or losses caused by negligence) in connection with any use of the Content even if advised
of the possibility of such damages.
Standard & Poor’s | Research | January 24, 2022 29
2784494
Presale: Deephaven Residential Mortgage Trust 2022-1