UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 10‑K/A
(Amendment No. 1)
(Mark one)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31,
2018
OR
// TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number:333-180779-14
Central Index Key Number of the issuing entity:0001631406
Morgan Stanley Bank of America Merrill Lynch Trust 2015-C21
(exact name of issuing entity as specified in its charter)
Central Index Key Number of the depositor:0001547361
Morgan Stanley Capital I Inc.
(exact name of the depositor as specified in its charter)
Central Index Key Number of the sponsor:0001541557
Morgan Stanley Mortgage Capital Holdings LLC
(exact names of the sponsors as specified in their charters)
Central Index Key Number of the sponsor:0001102113
Bank of America, National Association
(exact names of the sponsors as specified in their charters)
Central Index Key Number of the sponsor:0001682532
Starwood Mortgage Funding III LLC
(exact names of the sponsors as specified in their charters)
Central Index Key Number of the sponsor:0001548567
CIBC Inc.
(exact names of the sponsors as specified in their charters)
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New York |
38‑3952108 |
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c/o Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD
(Address of principal executive offices)
21045
(Zip Code)
Telephone number, including area code:
(410) 884‑2000
Securities registered pursuant to Section 12(b) of the Act:
NONE.
Securities registered pursuant to Section 12(g) of the Act:
NONE.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ___ No X
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ___ No X
Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes X No ___
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Not applicable.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Not applicable.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of "large accelerated filer", "accelerated filer," "smaller reporting company," and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ___
Accelerated filer ___
Non-accelerated filer X (Do
not check if a smaller reporting company)
Smaller reporting company
Emerging growth company ___
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Not applicable.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ___ No X
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.
Not applicable.
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Not applicable.
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.
Not applicable.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1)Any annual report to security holders; (2) Any proxy or information statement; and (3)Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
Not applicable.
EXPLANATORY NOTES
The purpose of this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as filed with the Securities and Exchange Commission on March 29, 2019 (the “Original Form 10-K”), is to (i) file a revised assessment of compliance with the servicing criteria for asset-backed securities with respect to Rialto Capital Advisors, LLC (replacing the document previously filed as Exhibit 33.12 to the Original Form 10-K) and (ii) replace the attestation report of NDNB Assurance LLP on Rialto Capital Advisors, LLC’s assessment of compliance with the servicing criteria for asset-backed securities with the attestation report of Deloitte & Touche LLP, dated October 18, 2019, on Rialto Capital Advisors, LLC’s assessment of compliance with the servicing criteria for asset-backed securities (replacing the document previously filed as Exhibit 34.12 to the Original Form 10-K). No other changes have been made to the Original Form 10‑K. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Original Form 10-K.
The MSBAM 2015-C21 mortgage pool includes the following mortgage loans, each of which is serviced pursuant
to a separate pooling and servicing agreement (each, an “Outside Pooling and Servicing Agreement”):
• the Discovery Business Center mortgage loan, which is serviced pursuant to the MSBAM 2014-C20 pooling and servicing agreement
attached hereto as Exhibit 4.2.
Except as set forth below, each of the parties to each pooling and servicing agreement listed in the Exhibit Index both (1) participates in the servicing function for purposes of Item 1122 of Regulation AB and (2) constitutes a servicer that meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB for purposes of Item 1123 of Regulation AB:
• The trustee under a pooling and servicing agreement has a nominal role with respect to the mortgage pool securitized pursuant to such pooling and servicing agreement. The trustee’s only servicing function is the contingent obligation to make certain advances if the master servicer under such pooling and servicing agreement fails to do so, while all other servicing functions are performed by other parties. The trustee under each of the pooling and servicing agreements listed in the Exhibit Index has confirmed to the registrant that it has not made any such contingent advances during the reporting period, and consequently, each such trustee does not participate in the servicing function for purposes of Item 1122 of Regulation AB, nor does it perform the functions of a servicer for purposes of the definition of “servicer” under Item 1101 of Regulation AB or for purposes of Item 1123 of Regulation AB.
• The certificate administrator under a pooling and servicing agreement performs various payment administration functions solely for the securitization governed by such pooling and servicing agreement and the mortgage pool securitized pursuant to such pooling and servicing agreement and does not have any obligations with respect to any other transaction. Consequently, the certificate administrator under an Outside Pooling and Servicing Agreement does not participate in the servicing function for purposes of Item 1122 of Regulation AB, nor does it perform the functions of a servicer for purposes of the definition of “servicer” under Item 1101 of Regulation AB or for purposes of Item 1123 of Regulation AB.
• The operating advisor under a pooling and servicing agreement represents the interests of senior certificateholders in the transaction governed by such pooling and servicing agreement and is responsible for monitoring the performance of the special servicer under such pooling and servicing agreement and producing certain reports to certificateholders relating to the resolution of the mortgage pool securitized pursuant to such pooling and servicing agreement. The operating advisor under a pooling and servicing agreement does not have any obligations with respect to any other transaction and is solely obligated to perform loan reporting functions with respect to the securitization governed by such pooling and servicing agreement. Consequently, the operating advisor under an Outside Pooling and Servicing Agreement neither participates in the servicing function for purposes of Item 1122 of Regulation AB nor performs the functions of a servicer for purposes of the definition of “servicer” under Item 1101 of Regulation AB or for purposes of Item 1123 of Regulation AB. In addition, while the operating advisor under a pooling and servicing agreement has certain reporting obligations in respect of the related mortgage pool, it has no obligation to collect or disburse funds in respect of the mortgage pool or to administer any of the underlying mortgage loans. Consequently, the operating advisor under a pooling and servicing agreement participates in the servicing function for purposes of Item 1122 of Regulation AB, but is not responsible for the “management or collection of the pool assets or making allocations or distributions to holders of the asset-backed securities” within the meaning of “servicer” under Item 1101 of Regulation AB and does not perform the functions of a servicer for purposes of Item 1123 of Regulation AB.
• Midland Loan Services, a Division of PNC Bank, National Association is the master servicer under the MSBAM 2015-C20 pooling and servicing agreement, pursuant to which the Discovery Business Center mortgage loan is serviced. Because Midland Loan Services is not the MSBAM 2015-C21 master servicer, is not affiliated with any sponsor and services only the Discovery Business Center mortgage loan, which constitutes more than 5% but less than 10% of the mortgage pool, Midland Loan Services, as MSBAM 2015-C20 master servicer constitutes a reporting “servicing function participant” for purposes of Item 1122 of Regulation AB, as specified in the Instruction 3 to Item 1122, but does not constitute a reporting “servicer” for purposes of Item 1123 of Regulation AB, as specified in the Instruction to Item 1123.
• Rialto Capital Advisors, LLC is the current special servicer under the MSBAM 2014-C20 pooling and servicing agreement. In July 2018, CWCapital Asset Management LLC was replaced as special servicer under the MSBAM 2014-C20 pooling and servicing agreement and was succeeded by Rialto Capital Advisors, LLC. The Discovery Business Center mortgage loan is serviced pursuant to the MSBAM 2015-C20 pooling and servicing agreement. Because Rialto Capital Advisors, LLC is not the MSBAM 2015-C21 special servicer, is not affiliated with any sponsor and services only the Discovery Business Center mortgage loan, which constitutes more than 5% but less than 10% of the mortgage pool, Rialto Capital Advisors, LLC, as MSBAM 2015-C20 special servicer constitutes a reporting “servicing function participant” for purposes of Item 1122 of Regulation AB, as specified in the Instruction 3 to Item 1122, but does not constitute a reporting “servicer” for purposes of Item 1123 of Regulation AB, as specified in the Instruction to Item 1123.
In addition, each of the following parties engaged the services of certain servicing function participants
and sub-servicers for the reporting period, as set forth below:
•KeyBank National Association, as master servicer, engaged the services of Berkadia Commercial Mortgage LLC, as a sub-servicer in respect of the entire mortgage pool for the
reporting period.
•KeyBank National Association, as master servicer, engaged the services of Trimont Real Estate Advisors, Inc., as a sub-servicer in respect of 10.26% of the mortgage pool and NorthMarq Capital, LLC, as a servicing function participant in respect of 5.83% of the pool for the reporting period.
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PART I |
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Item 1. |
Business. | |
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Omitted. | ||
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Item 1A. |
Risk Factors. | |
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Omitted. | ||
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Item 1B. |
Unresolved Staff Comments. | |
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None. | ||
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Item 2. |
Properties. | |
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Omitted. | ||
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Item 3. |
Legal Proceedings. | |
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Omitted. | ||
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Item 4. |
Mine Safety Disclosures. | |
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Omitted. | ||
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PART II |
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Item 5. |
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | |
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Omitted. | ||
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Item 6. |
Selected Financial Data. | |
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Omitted. | ||
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Item 7. |
Management's Discussion and Analysis of Financial Condition and Results of Operations. | |
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Omitted. | ||
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Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk. | |
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Omitted. | ||
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Item 8. |
Financial Statements and Supplementary Data. | |
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Omitted. | ||
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Item 9. |
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. | |
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Omitted. | ||
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Item 9A. |
Controls and Procedures. | |
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Omitted. | ||
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Item 9B. |
Other Information. | |
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None. | ||
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PART III |
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Item 10. |
Directors, Executive Officers and Corporate Governance. | |
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Omitted. | ||
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Item 11. |
Executive Compensation. | |
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Omitted. | ||
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | |
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Omitted. | ||
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Item 13. |
Certain Relationships and Related Transactions, and Director Independence. | |
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Omitted. | ||
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Item 14. |
Principal Accounting Fees and Services. | |
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Omitted. | ||
ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB
Item 1112(b) of Regulation AB, Significant Obligor Financial Information.
Not applicable.
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial Information.
No entity or group of affiliated entities provides any enhancement or other support for the certificates as described under Item 1114 (a) of Regulation AB.
Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information).
No entity or group of affiliated entities provides any derivative instruments for the certificates as described under Item 1115 of Regulation AB.
Item 1117 of Regulation AB, Legal Proceedings.
The registrant knows of no legal proceeding pending against the sponsors, depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) of Regulation AB, originator contemplated by Item 1110(b) of Regulation AB, or other party contemplated by Item 1100(d)(1) of Regulation AB, or of which any property of the foregoing is the subject, that is material to security holders, other than as disclosed in the prospectus of the issuing entity filed in a 424(b)(5) filing dated February 26, 2015, and other than as follows:
Since June 18, 2014, a group of institutional investors have filed civil complaints in the Supreme Court of the State of New York, New York County, and later the U.S. District Court for the Southern District of New York against Wells Fargo Bank, N.A., (“Wells Fargo Bank”) in its capacity as trustee for certain residential mortgage backed securities (“RMBS”) trusts. The complaints against Wells Fargo Bank alleged that the trustee caused losses to investors and asserted causes of action based upon, among other things, the trustee's alleged failure to: (i) notify and enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties, (ii) notify investors of alleged events of default, and (iii) abide by appropriate standards of care following alleged events of default. Relief sought included money damages in an unspecified amount, reimbursement of expenses, and equitable relief. Wells Fargo Bank has reached an agreement, in which it denies any wrongdoing, to resolve these claims on a classwide basis for the 271 RMBS trusts currently at issue. The settlement agreement is subject to court approval. Separate lawsuits against Wells Fargo Bank making similar allegations filed by certain other institutional investors concerning 57 RMBS trusts in New York federal and state court are not covered by the agreement. With respect to the foregoing litigations, Wells Fargo Bank believes plaintiffs' claims are without merit and intends to contest the claims vigorously, but there can be no assurances as to the outcome of the litigations or the possible impact of the litigations on Wells Fargo Bank or the RMBS trusts.
On February 23, 2016, a certificateholder of the J.P. Morgan Chase Commercial Mortgage Securities Trust, Series 2007-CIBC18 (the “CIBC18 Trust”) filed suit in the Supreme Court of New York, County of New York, against KeyBank National Association and Berkadia Commercial Mortgage LLC (collectively, the “CIBC18 Servicers”). The suit was filed derivatively on behalf of the CIBC18 Trust. The action was brought in connection with the CIBC18 Servicers’ determination of the fair value of a loan, secured by the Bryant Park Hotel in New York City, held by the CIBC18 Trust and sold to an assignee of the CIBC18 Trust’s directing certificateholder, pursuant to an exercise of the fair value option set forth in the pooling and servicing agreement governing the CIBC18 Trust. There can be no assurances as to the outcome of the action or the possible impact of the litigation on the CIBC18 Servicers. Both CIBC18 Servicers deny liability, believe that they performed their obligations in accordance with the terms of the pooling and servicing agreement applicable to the CIBC18 Trust, and have contested the claims asserted against them, filing a motion to dismiss the case. On November 28, 2016, the motion to dismiss was granted. The plaintiff certificateholder filed an appeal, and the appeal is pending. In the first quarter of 2018, the case was fully dismissed and is no longer pending.
On December 17, 2015, U.S. Bank National Association, the trustee under five pooling and servicing agreements for (i) Wachovia Bank Commercial Mortgage Trust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2, (iii) Wachovia Bank Commercial Mortgage Trust 2007-C31, (iv) ML-CFC Commercial Mortgage Trust 2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenced a proceeding with the Second Judicial District Court of Ramsey County, Minnesota (the “State Court”) for a declaratory judgment as to the proper allocation of certain proceeds in the alleged amount of $560 million (“Disputed Proceeds”) received by CWCAM in connection with the sale of the Peter Cooper Village and Stuyvesant Town property in New York, New York securing loans held by those trusts. CWCAM was the special servicer of such property. The petition requests the State Court to instruct the trustee, the trust beneficiaries, and any other interested parties as to the amount of the Disputed Proceeds, if any, that constitute penalty interest and/or the amount of the Disputed Proceeds, if any, that constitute gain-on-sale proceeds, with respect to each trust. On February 24, 2016, CWCAM made a limited appearance with the State Court to file a motion to dismiss this proceeding based on lack of jurisdiction, mootness, standing and forum non conveniens. On July 19, 2016, the State Court denied CWCAM’s motion to dismiss. On July 22, 2016, the action was removed to federal court in Minnesota (“Federal Court”). On October 21, 2016, the Federal Court held a hearing on the motion to transfer the action to the United States District Court for the Southern District of New York (“SDNY Court”), a motion to remand to state court and a motion to hear CWCAM’s request for reconsideration of the motion to dismiss. On March 14, 2017, the Federal Court reserved the determination on the motion to hear CWCAM’s request for reconsideration of the motion to dismiss, denied the motion to remand the matter to state court and granted the motion to transfer the proceeding to the SDNY Court. All fact discovery was completed in December 2018 and expert discovery was completed on March 15, 2019. There can be no assurances as to possible impact on CWCAM of these rulings and the transfer to the SDNY Court. Cross motions for judgment on the pleadings were filed but the SDNY Court was unable to decide the case based on the pleadings and the parties are in the midst of discovery. However, CWCAM believes that it has performed its obligations under the related pooling and servicing agreements in good faith, and that the Disputed Proceeds were properly allocated to CWCAM as penalty interest, and it intends to vigorously contest any claim that such Disputed Proceeds were improperly allocated as penalty interest.
On March 31, 2016, RAIT Preferred Funding II LTD. (“RAIT Preferred Funding”) commenced a complaint (“RAIT Complaint”) with the Supreme Court of the State of New York, County of New York (the “RAIT Court”), claiming it owns $18,500,000 of a mortgage loan secured by the development of the One Congress Street Property in Boston, Massachusetts (the “Loan”) and seeking (a) a declaratory judgment stating that RAIT Preferred Funding is the directing lender under a co-lender agreement dated March 28, 2007 and a pooling and servicing agreement dated March 1, 2007 (collectively, the “Operative Agreements”) and was the directing lender at the time of the improper modification of the Loan, (b) a declaratory judgment stating that RAIT Preferred Funding has the right to terminate the special servicer, (c) monetary damages for the value of the bonds and fees paid to CWCAM as the special servicer of the Loan and (d) other things. On May 17, 2016, CWCAM filed a motion to dismiss the RAIT Complaint (“Motion to Dismiss”) stating that the RAIT Complaint did not state a claim and the essential facts of the RAIT Complaint are negated by affidavits and evidentiary materials submitted with the RAIT Complaint. On June 14, 2016, RAIT Preferred Funding filed a Memorandum of Law in Opposition to the Motion to Dismiss (“Opposition”) stating that the claims in the RAIT Complaint were properly stated. On June 30, 2016, CWCAM filed a reply in support of the Motion to Dismiss and in response to the Opposition, stating that each of CWCAM’s arguments is supported by the express language of the agreements between the parties, the documentary evidence and New York case law. On September 30, 2016, RAIT Preferred Funding and CWCAM entered into a confidential Settlement Agreement (the “2016 Settlement”), which provides for a stay of the RAIT Preferred Funding litigation (the “Litigation Stay”) through August 25, 2017. Pursuant to the terms of the 2016 Settlement, upon satisfaction of a term of the 2016 Settlement by August 25, 2017 (or such later date agreed to by the parties), the RAIT Preferred Funding litigation will be dismissed, with prejudice. On May 19, 2017 the Borrower repaid the Loan in accordance with the terms of the notes and satisfied the condition to dismissal with prejudice. RAIT has refused to dismiss the case and is claiming that the B Note should be paid in full. CWCAM believes that it has performed its obligations under the Operative Agreements in good faith, and that the action should be dismissed with prejudice. On August 29, 2017, the RAIT Court granted leave to RAIT Preferred Funding to amend its complaint. On September 20, 2017, RAIT Preferred Funding filed an Amended Complaint (the “RAIT Amended Complaint”), which omits its original claims, adds Wells Fargo Bank as a defendant, and seeks (a) specific performance requiring repayment of the $18,500,000 principal amount of the B Note or, in the alternative, monetary damages, including the $18,500,000 principal amount of the B Note, in an amount to be determined at trial, (b) monetary damages on any fees paid to CWCAM as special servicer or Wells Fargo Bank as master servicer in connection with the borrower’s repayment of the Loan, (c) a declaratory judgment that RAIT Preferred Funding is entitled to recover the full $18,500,000 principal amount of the B Note, (d) punitive damages against CWCAM, and (e) other things. On October 11, 2017, CWCAM filed a motion to dismiss the RAIT Amended Complaint (“CWCAM Motion to Dismiss Amended Complaint”) stating that the RAIT Amended Complaint did not state a claim and the essential facts of the RAIT Amended Complaint are negated by the Operative Agreements and other admissible evidentiary materials. On November 13, 2017, Wells Fargo Bank filed a motion to dismiss the RAIT Amended Complaint (the “Wells Fargo Motion to Dismiss Amended Complaint”) and joined the CWCAM Motion to Dismiss Amended Complaint. On January 29, 2018, the court dismissed all claims but for breach of contract and discovery has commenced. CWCAM filed a Motion for Summary Judgement on March 18, 2019.
On December 1, 2017, a complaint against CWCAM and others was filed in the United States District Court for the Southern District of New York styled as CWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., No. 17-cv-9463 (the “Original Complaint”). The gravamen of the Original Complaint alleged breaches of a contract and fiduciary duties by CWCAM’s affiliate, CWCapital Investments LLC in its capacity as collateral manager for the collateralized debt obligation transaction involving CWCapital Cobalt Vr, Ltd. In total, there are 14 counts pled in the Original Complaint. Of those 14, 5 claims were asserted against CWCAM for aiding and abetting breach of fiduciary duty, conversion and unjust enrichment. On May 23, 2018, the Original Complaint was dismissed for lack of subject matter jurisdiction. On June 28, 2018, CWCapital Cobalt Vr Ltd. filed a substantially similar complaint in the Supreme Court of the State of New York, County of New York styled as CWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., Index No. 653277/2018 (the “New Complaint”). The gravamen of the New Complaint is the same as the previous complaint filed in the United State District Court for the Southern District of New York. In total there are 16 counts pled in the New Complaint. Of those 16 counts, 4 claims were asserted against CWCAM for aiding and abetting breach of fiduciary duty, conversion and unjust enrichment, 1 count seeks a declaratory judgement that the plaintiff has the right to enforce the contracts in question and 1 count seeks an injunction requiring the defendants to recognize the plaintiff as the directing holder for the trusts in question. The New Complaint and related summons were not served on the defendants until July 13, 2018 and July 16, 2018. The plaintiff’s motion for a preliminary injunction was denied by the court on July 31, 2018. On August 3, 2018, the defendants, including CWCAM, filed a motion to dismiss the New Complaint in its entirety, which has not been decided. CWCAM believes that it has performed its obligations under the related pooling and servicing agreements in good faith and the allegations in the New Complaint are without merit. CWCAM intends to vigorously contest each of the claims.
Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions.
The information regarding this Item has been disclosed in the prospectus of the issuing entity filed in a 424(b)(5) filing dated February 26, 2015.
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
The reports on assessment of compliance with the servicing criteria for asset-backed securities and the related attestation reports on such assessments of compliance are attached hereto under Item 15.
The report on assessment of compliance with applicable servicing criteria furnished pursuant to Item 1122 of Regulation AB by Midland Loan Services, a Division of PNC Bank National Association discloses that a material instance of noncompliance occurred, as described below:
Material Instance of Noncompliance
In certain instances, the Schedule AL Files (Item 1125 of Regulation AB) were not reported in accordance with the terms specified in the transaction agreements, in conflict with Item 1122(d)(3)(i): “Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports: (A) Are prepared in accordance with timeframes and other terms set forth in the transaction agreements”. The noncompliance consisted of omitted or inaccurately reported numbers due to the following: (1) the initial setup files contained information at the asset level, and Midland was required to manually compile the information to present it at the loan level as required by Schedule AL; and (2) certain reporting requirements required manual processing by Midland, including the use of various data computation formulas, quality control checks and analysis.
The identified instances did not involve the servicing of assets included in this securitization.
Steps Taken to Remedy the Material Instance of Noncompliance
Midland is currently remediating the Schedule AL reporting for the CMBS transactions found to be incorrect, and will be making improvements to its systems, processes and procedures to support its Schedule AL reporting obligations.
The report on assessment of compliance with applicable servicing criteria furnished pursuant to Item 1122 of Regulation AB by CWCapital Asset Management LLC (“CWCAM”) discloses that a material instance of noncompliance occurred, as described below:
Material Instance of Noncompliance:
1122(d)(2)(vii): “Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations: (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who prepared the reconciling items; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.”
The instance of material noncompliance, for the reporting period included a failure to complete the required bank reconciliations within 30 calendar days after the bank statement cutoff date. In five of the twelve months related to the reporting period, the required reconciliations were not completed within the 30 calendar days requirement as follows:
February 2018: bank reconciliations were prepared on June 22, 2018
March 2018: bank reconciliations were prepared on May 1, 2018
September 2018: bank reconciliations were prepared on November 6, 2018
November 2018: bank reconciliations were prepared on February 19, 2019
December 2018: bank reconciliations were prepared on February 6, 2019
The identified instances did involve the servicing of assets included in this securitization.
Steps Taken to Remedy the Material Instance of Noncompliance
In response to the lack of adherence to company policy and procedures, CWCAM’s Compliance Committee reviewed the reasons for noncompliance and added two additional procedures to supplement its existing procedures:
1) the accounting department has added the completion of bank account reconciliations within 30 calendar days to its monthly closing checklist, which is reviewed and signed off by a CWCAM officer; and
2) the Chief Financial Officer has set up a monthly electronic reminder requiring that the completed bank reconciliations be forwarded to the CFO for an additional layer of review.
Item 1123 of Regulation AB, Servicer Compliance Statement.
The servicer compliance statements are attached hereto under Item 15.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) Exhibits.
(31) Rule 13a-14(d)/15d-14(d) Certification.
(33) Reports on assessment of compliance with servicing criteria for asset-backed securities.
(34). Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
(b) See (a) above.
(c) Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Morgan Stanley Capital I Inc.
(Depositor)
By: /s/ George Kok
George Kok, President
(senior officer in charge of securitization of the depositor)
Date: October 30, 2019
Re: Morgan Stanley Bank of America Merrill Lynch Trust 2015-C21, Commercial Mortgage Pass-Through Certificates, Series 2015-C21 (the “Transaction”), issued pursuant to the Pooling and Servicing Agreement dated as of February 1, 2015 (the “Pooling and Servicing Agreement”), executed in connection with the Transaction (capitalized terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement).
I, George Kok, certify that:
1. I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of Morgan Stanley Bank of America Merrill Lynch Trust 2015-C21 (the “Exchange Act periodic reports”);
2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;
4. Based on my knowledge and the servicer compliance statement(s) required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicer(s) have fulfilled their obligations under the servicing agreement(s) in all material respects; and
5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
· Wells Fargo Bank, National Association, as Trustee
· Wells Fargo Bank, National Association, as Certificate Administrator
· Wells Fargo Bank, National Association, as Custodian
· KeyBank National Association, as Master Servicer
· LNR Partners, LLC, as Special Servicer
· Situs Holdings, LLC, as Operating Advisor
· Berkadia Commercial Mortgage LLC, as Primary Servicer
· CWCapital Asset Management LLC, as Excluded Special Servicer
· Trimont Real Estate Advisors, Inc., as Sub-Servicer
· NorthMarq Capital, LLC, as Servicing Function Participant
· Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer under the MSBAM 2015-C20 securitization, pursuant to which the following mortgage loans were serviced by such party: Discovery Business Center (from 1/1/18 to 12/31/18)
· CWCapital Asset Management LLC, as Special Servicer under the MSBAM 2015-C20 securitization, pursuant to which the following mortgage loans were serviced by such party: Discovery Business Center (from 1/1/18 to 7/4/18)
· Rialto Capital Advisers, LLC, as Special Servicer under the MSBAM 2015-C20 securitization, pursuant to which the following mortgage loans were serviced by such party: Discovery Business Center (from 7/5/18 to 12/31/18)
· Wells Fargo Bank, National Association, as Custodian under the MSBAM 2015-C20 securitization, pursuant to which the following mortgage loans were serviced by such party: Discovery Business Center (from 1/1/18 to 12/31/18)
Date: October 30, 2019
By /s/ George Kok
Name: George Kok
Title: President
Management’s Assertion on Compliance with Applicable
Regulation AB Servicing Criteria
1. Rialto Capital Advisors, LLC. (the “Asserting Party”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 2018 (the “Reporting Period”), as set forth in Appendix A hereto. The transactions covered by this report, include commercial mortgage-asset-backed securities transactions, as listed on Exhibit 1 hereto, for which the Asserting Party served as special servicer, and that were registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933 (the “Platform”);
2. The Asserting Party has engaged certain vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”), to perform specific, limited or scripted activities, and the Asserting Party elects to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth in Appendix A hereto;
3. Except as set forth in paragraph 4 below, the Asserting Party used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable servicing criteria;
4. The criteria listed in the column titled “Inapplicable Servicing Criteria” on Appendix A hereto are inapplicable to the Asserting Party based on the activities it performs, directly or through its Vendors, with respect to the Platform;
5. The Asserting Party has complied, in all material respects, with the applicable servicing criteria as of December 31, 2018 and for the Reporting Period with respect to the Platform taken as a whole;
6. The Asserting Party has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December 31, 2018 and for the Reporting Period with respect to the Platform taken as a whole;
7. The Asserting Party has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria as of December 31, 2018 and for the Reporting Period with respect to the Platform taken as a whole; and
8. Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report on the Asserting Party’s assessment of compliance with the applicable servicing criteria for the Reporting Period.
October 18, 2019
Name: Adam Singer
Title: Managing Director
Signature: /s/ Adam Singer
Exhibit 1
|
Pooling and Servicing Agreements |
Reporting Period |
|
WFRBS 2012-C8 |
January 1, 2018 to December 31, 2018 |
|
WFCM 2012-LC5 |
January 1, 2018 to December 31, 2018 |
|
UBS-Barclays 2012-C3 |
January 1, 2018 to December 31, 2018 |
|
UBS-Barclays 2012-C4 |
January 1, 2018 to December 31, 2018 |
|
GSMS 2012-GCJ9 |
January 1, 2018 to December 31, 2018 |
|
JPMCC 2012-LC9 |
January 1, 2018 to December 31, 2018 |
|
COMM 2013-LC6 |
January 1, 2018 to December 31, 2018 |
|
WFRBS 2013-C12 |
January 1, 2018 to December 31, 2018 |
|
UBS-Barclays 2013-C6 |
January 1, 2018 to December 31, 2018 |
|
GSMS 2013-GCJ12 |
January 1, 2018 to December 31, 2018 |
|
WFRBS 2013-C14 |
January 1, 2018 to December 31, 2018 |
|
WFRBS 2011-C5 |
January 1, 2018 to December 31, 2018 |
|
WFCM 2013-LC12 |
January 1, 2018 to December 31, 2018 |
|
WFRBS 2011-C2 |
January 1, 2018 to December 31, 2018 |
|
WFRBS 2011-C3 |
January 1, 2018 to December 31, 2018 |
|
WFRBS 2011-C4 |
January 1, 2018 to December 31, 2018 |
|
UBS-Citigroup 2011-C1 |
January 1, 2018 to December 31, 2018 |
|
UBS 2012-C1 |
January 1, 2018 to December 31, 2018 |
|
WFRBS 2012-C6 |
January 1, 2018 to December 31, 2018 |
|
GSMS 2011-GC3 |
January 1, 2018 to December 31, 2018 |
|
COMM 2013-LC13 |
January 1, 2018 to December 31, 2018 |
|
WFRBS 2013-C16 |
January 1, 2018 to December 31, 2018 |
|
GSMS 2013-GCJ16 |
January 1, 2018 to December 31, 2018 |
|
WFRBS 2013-C17 |
January 1, 2018 to December 31, 2018 |
|
GSMS 2012-GC6 |
January 1, 2018 to December 31, 2018 |
|
MSBAM 2013-C13 |
January 1, 2018 to December 31, 2018 |
|
COMM 2014-CCRE14 |
January 1, 2018 to December 31, 2018 |
|
MSBAM 2014-C14 |
January 1, 2018 to December 31, 2018 |
|
WFRBS 2014-LC14 |
January 1, 2018 to December 31, 2018 |
|
COMM 2014-LC15 |
January 1, 2018 to December 31, 2018 |
|
WFRBS 2014-C20 |
January 1, 2018 to December 31, 2018 |
|
COMM 2014-CCRE18 |
January 1, 2018 to December 31, 2018 |
|
CGCMT 2014-GC23 |
January 1, 2018 to December 31, 2018 |
|
MSBAM 2014-C17 |
January 1, 2018 to December 31, 2018 |
|
COMM 2014-UBS5 |
January 1, 2018 to December 31, 2018 |
|
MSBAM 2014-C18 |
January 1, 2018 to December 31, 2018 |
|
COMM 2012-CCRE4 |
January 1, 2018 to December 31, 2018 |
|
COMM 2012-LC4 |
January 1, 2018 to May 31, 2018 |
|
WFRBS 2014-C24 |
January 1, 2018 to December 31, 2018 |
|
JPMBB 2014-C25 |
January 1, 2018 to December 31, 2018 |
|
LCCM 2014-909 |
January 1, 2018 to December 31, 2018 |
|
WFCM 2014-LC18 |
January 1, 2018 to December 31, 2018 |
|
COMM 2015-DC1 |
January 1, 2018 to December 31, 2018 |
|
GSMS 2015-GC28 |
January 1, 2018 to December 31, 2018 |
|
WFCM 2015-C27 |
January 1, 2018 to December 31, 2018 |
|
WFCM 2015-LC20 |
January 1, 2018 to December 31, 2018 |
|
WFCM 2015-NXS1 |
January 1, 2018 to December 31, 2018 |
|
CSAIL 2015-C2 |
January 1, 2018 to December 31, 2018 |
|
WFCM 2015-NXS2 |
January 1, 2018 to December 31, 2018 |
|
COMM 2015-PC1 |
January 1, 2018 to December 31, 2018 |
|
CSAIL 2015-C3 |
January 1, 2018 to December 31, 2018 |
|
WFCM 2015-SG1 |
January 1, 2018 to December 31, 2018 |
|
WFCM 2015-LC22 |
January 1, 2018 to December 31, 2018 |
|
COMM 2015-CCRE27 |
January 1, 2018 to December 31, 2018 |
|
WFCM 2015-NXS4 |
January 1, 2018 to December 31, 2018 |
|
MSCI 2015-UBS8 |
January 1, 2018 to December 31, 2018 |
|
CSAIL 2016-C5 |
January 1, 2018 to December 31, 2018 |
|
WFCM 2016-C32 |
January 1, 2018 to December 31, 2018 |
|
WFCM 2016-NXS5 |
January 1, 2018 to December 31, 2018 |
|
CGCMT 2015-GC27 (Special Servicer solely for the Boca Hamptons Plaza Portfolio Loan prior to July 5, 2018 and named Special Servicer under the applicable Pooling and Servicing Agreement from and after July 5, 2018 through December 31, 2018) |
January 1, 2018 to December 31, 2018 |
|
WFCM 2016-C33 |
January 1, 2018 to December 31, 2018 |
|
MSBAM 2016-C29 |
January 1, 2018 to December 31, 2018 |
|
CFCRE 2016-C4 |
January 1, 2018 to December 31, 2018 |
|
GSMS 2016-GS2 (Special Servicer solely for the Veritas Multifamily Pool 2 only) |
January 1, 2018 to December 31, 2018 |
|
BACM 2016-UBS10 |
January 1, 2018 to December 31, 2018 |
|
SGCMS 2016-C5 |
January 1, 2018 to December 31, 2018 |
|
WFCM 2016-BNK1 |
January 1, 2018 to December 31, 2018 |
|
CD 2016-CD1 |
January 1, 2018 to December 31, 2018 |
|
GSMS 2016-GS3 |
January 1, 2018 to December 31, 2018 |
|
MSBAM 2016-C31 |
January 1, 2018 to December 31, 2018 |
|
CGCMT 2016-C3 |
January 1, 2018 to December 31, 2018 |
|
CFCRE 2016-C6 |
January 1, 2018 to December 31, 2018 |
|
CSAIL 2016-C7 |
January 1, 2018 to December 31, 2018 |
|
MSCI 2016-UBS12 |
January 1, 2018 to December 31, 2018 |
|
BBCMS 2017-C1 |
January 1, 2018 to December 31, 2018 |
|
GSMS 2017-GS5 |
January 1, 2018 to December 31, 2018 |
|
CGCMT 2017-P7 |
January 1, 2018 to December 31, 2018 |
|
BANK 2017-BNK4 |
January 1, 2018 to December 31, 2018 |
|
CD 2017-CD4 |
January 1, 2018 to December 31, 2018 |
|
CFCRE 2017-C8 |
January 1, 2018 to December 31, 2018 |
|
JPMCC 2017-JP6 |
January 1, 2018 to December 31, 2018 |
|
CD 2017-CD5 |
January 1, 2018 to December 31, 2018 |
|
GSMS 2017-GS7 |
January 1, 2018 to December 31, 2018 |
|
BANK 2017-BNK7 |
January 1, 2018 to December 31, 2018 |
|
CSAIL 2017-CX9 |
January 1, 2018 to December 31, 2018 |
|
UBS 2017-C4 |
January 1, 2018 to December 31, 2018 |
|
UBS 2017-C6 |
January 1, 2018 to December 31, 2018 |
|
BANK 2017-BNK9 |
January 1, 2018 to December 31, 2018 |
|
GSMS 2018-GS9 |
March 29, 2018 to December 31, 2018 |
|
UBS 2018-C9 |
March 29, 2018 to December 31, 2018 |
|
MSCI 2012-C5 |
April 13, 2018 to December 31, 2018 |
|
WFCM 2018-C44 |
May 17, 2018 to December 31, 2018 |
|
UBS 2018-C10 |
May 31, 2018 to December 31, 2018 |
|
WFCM 2015-C30 |
July 5, 2018 to December 31, 2018 |
|
JPMBB 2014-C23 |
July 5, 2018 to December 31, 2018 |
|
MSBAM 2014-C19 |
July 5, 2018 to December 31, 2018 |
|
COMM 2015-LC21 |
July 5, 2018 to December 31, 2018 |
|
MSBAM 2015-C20 |
July 5, 2018 to December 31, 2018 |
|
JPMBB 2015-C31 |
July 5, 2018 to December 31, 2018 |
|
GSMS 2018-GS10 |
July 30,2018 to December 31, 2018 |
|
CD 2018-CD7 |
August 24, 2018 to December 31, 2018 |
|
GSMS 2018-3PCK |
September 27, 2018 to December 31, 2018 |
|
BANK 2018-BNK14 |
September 27, 2018 to December 31, 2018 |
|
DBGS 2018-C1 |
October 30, 2018 to December 31, 2018 |
|
CSAIL 2018-C14 |
November 29, 2018 to December 31, 2018 |
|
UBS 2018-C14 |
December 12, 2018 to December 31, 2018 |
APPENDIX A
|
Servicing Criteria |
|
|
|||
|
Reference |
Criteria |
Performed by Servicer |
Inapplicable |
|
|
|
|
General Servicing Considerations |
|
|
|
|
|
1122(d)(1)(i) |
Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. |
X |
|
|
|
|
1122(d)(1)(ii) |
If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities. |
X1 |
|
|
|
|
1122(d)(1)(iii) |
Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained. |
|
X |
|
|
|
1122(d)(1)(iv) |
A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. |
X
|
|
|
|
|
1122(d)(i)(v) |
Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information. |
X
|
|
|
|
|
|
Cash Collection and Administration |
|
|
|
|
|
1122(d)(2)(i) |
Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. |
X |
|
||
|
1122(d)(2)(ii) |
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. |
|
X3 |
|
|
|
1122(d)(2)(iii) |
Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. |
|
X3 |
|
|
|
1122(d)(2)(iv) |
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. |
X |
|
|
|
|
1122(d)(2)(v) |
Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. |
X |
|
|
|
|
1122(d)(2)(vi) |
Unissued checks are safeguarded so as to prevent unauthorized access. |
X |
|
|
|
|
1122(d)(2)(vii) |
Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. |
X |
|
|
|
|
|
Investor Remittances and Reporting |
|
|
|
|
|
1122(d)(3)(i) |
Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer. |
X4 |
|
|
|
|
1122(d)(3)(ii) |
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. |
|
X |
|
|
|
1122(d)(3)(iii) |
Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements. |
|
X |
|
|
|
1122(d)(3)(iv) |
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. |
|
X |
|
|
|
|
Pool Asset Administration |
|
|
|
|
|
1122(d)(4)(i) |
Collateral or security on pool assets is maintained as required by the transaction agreements or related mortgage loan documents. |
X |
|
||
|
1122(d)(4)(ii) |
pool asset and related documents are safeguarded as required by the transaction agreements |
X |
|
|
|
|
1122(d)(4)(iii) |
Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. |
X |
|
|
|
|
1122(d)(4)(iv) |
Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents. |
|
X2 |
|
|
|
1122(d)(4)(v) |
The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance. |
|
X |
|
|
|
1122(d)(4)(vi) |
Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. |
X |
|
|
|
|
1122(d)(4)(vii) |
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. |
X |
|
|
|
|
1122(d)(4)(viii) |
Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). |
X |
|
|
|
|
1122(d)(4)(ix) |
Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. |
|
X |
|
|
|
1122(d)(4)(x) |
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements. |
|
X |
|
|
|
1122(d)(4)(xi) |
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. |
|
X |
|
|
|
1122(d)(4)(xii) |
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission. |
|
X |
|
|
|
1122(d)(4)(xiii) |
Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the Servicer, or such other number of days specified in the transaction agreements. |
|
X |
|
|
|
1122(d)(4)(xiv) |
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. |
|
X
|
|
|
|
1122(d)(4)(xv) |
Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. |
|
X |
|
|
X1- Rialto Capital Advisors, LLC performs the activities pertaining to this criterion, except for specific, limited activities performed by its third-party property managers relating to REO Property, if any. Rialto has elected to take responsibility for assessing compliance with these servicing criteria with respect to the activities of its third-party property managers.
X2-Primary responsibility for processing borrower payments rests with the Master Servicer, however, Rialto Capital Advisors, LLC may from time to time receive payments on an exception basis which are forwarded to the Master Servicer in accordance with such criteria. The criteria is marked inapplicable as Rialto Capital Advisors, LLC had no instances or activity relating to this criteria for the calendar year of January 1, 2018 to December 31, 2018
X3-Rialto Capital Advisors, LLC performs the activities under the criteria, however the related criteria are marked inapplicable as Rialto did not have instances/activity during the calendar year of January 1, 2018 and ending on December 31, 2018 relating to the criteria.
X4-Only items (A) and (B) of the Servicing Criteria are applicable to Rialto Capital Advisors, LLC as special servicer. Items (C) and (D) are inapplicable as the responsibility for filing reports with the Commission and agreeing totals to the Servicer records rests with the Trustee and/or Certificate Administrator, as applicable.
|
(logo) Deloitte. |
Deloitte & Touche LLP Certified Public Accountants 333 Southeast 2nd Avenue Suite 3600 Miami, FL 33131 USA
Tel: +1 305 372 3100 Fax: +1 305 372 3160 www.deloitte.com |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Rialto Capital Advisors, LLC:
We have examined management of Rialto Capital Advisors, LLC’s assertion, included in the accompanying Management’s Assertion on Compliance with Applicable Regulation AB Servicing Criteria, that Rialto Capital Advisors, LLC, (the “Company”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the Commercial Mortgage Loan Platform (the “Platform”), excluding criteria in Items 1122 (d)(1)(iii), (d)(2)(ii), (d)(2)(iii), (d)(3)(i.C), (d)(3)(i.D), (d)(3)(ii), (d)(3)(iii), (d)(3)(iv), (d)(4)(iv), (d)(4)(v), (d)(4)(ix), (d)(4)(x), (d)(4)(xi), (d)(4)(xii), (d)(4)(xiii), (d)(4)(xiv), and (d)(4)(xv) (the “servicing criteria”), as of and for the year ended December 31, 2018, which management has determined are not applicable to the activities performed by the Company with respect to the Platform. Exhibit 1 to management’s assertion identifies the individual asset-backed transactions defined by management as constituting the Platform. Management is responsible for the Company’s compliance with the servicing criteria and its assertion. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the servicing criteria based on our examination.
Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether management’s assertion about compliance with the servicing criteria is fairly stated, in all material respects, and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the servicing criteria, including tests on a sample basis of the servicing activities related to the Platform, determining whether the Company performed those selected activities in compliance with the servicing criteria during the specified period, and performing such other procedures as we considered necessary in the circumstances. Our procedures were limited to selected servicing activities performed by the Company during the period covered by this report and, accordingly, such samples may not have included servicing activities related to each asset-backed transaction included in the Platform. Further, an examination is not designed to detect noncompliance arising from errors that may have occurred prior to the period specified above that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that the evidence we obtained in our examination is sufficient and appropriate to provide a reasonable basis for our opinion.
As described in management’s assertion, for servicing criteria Item 1122(d)(1)(ii), the Company has engaged a vendor to perform certain activities required by this servicing criteria. The Company has determined that this vendor is not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicing criteria applicable to this vendor as permitted by the SEC’s Compliance and Disclosure Interpretation 200.06, Vendors Engaged by Servicers (“C&DI 200.06”). As permitted by C&DI 200.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendor’s activities comply in all material respects with the servicing criteria applicable to this vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply C&DI 200.06 for the vendor and related criteria as described in its assertion, and we performed no procedures with respect to the Company’s determination of its eligibility to apply C&DI 200.06.
Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.
In our opinion, management’s assertion that the Company complied with the aforementioned servicing criteria as of and for the year ended December 31, 2018, for the commercial mortgage loan platform, is fairly stated, in all material respects.
/s/ Deloitte & Touche LLP
Miami, Florida
October 18, 2019