UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the fiscal year ended December 31, 2019
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 of the issuing entity: 333-191331-08
Central Index Key Number of the issuing entity: 0001639694
GS Mortgage Securities Trust 2015-GC30
(exact name of the issuing entity as specified in its charter)
Central Index Key Number of the depositor: 0001004158
GS Mortgage Securities Corporation II
(exact name of the depositor as specified in its charter)
Central Index Key Number of the sponsor: 0001541502
Goldman Sachs Mortgage Company
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001541001
Citigroup Global Markets Realty Corp.
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001558761
Cantor Commercial Real Estate Lending, L.P.
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001682511
Starwood Mortgage Funding I LLC
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001576832
MC-Five Mile Commercial Mortgage Finance LLC
(exact name of the sponsor as specified in its charter)
New
York the issuing entity) |
38-3970768 38-3970769 (I.R.S. Employer Identification Numbers) |
c/o
U.S. Bank National Association
as Certificate Administrator
190 S. LaSalle Street
Chicago, IL
(Address of principal executive offices of the issuing entity)
60603
(Zip Code)
Registrant’s telephone number, including area code:
(212) 902-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
None |
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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
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
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 ☐ 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 an 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 |
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Accelerated filer |
☐ |
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Non-accelerated filer |
☒ |
(Do not check if a smaller reporting company) |
Smaller reporting company |
☐ |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No
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. ☐ Yes ☐ No
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.
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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.
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EXPLANATORY NOTES
The Dallas Market Center Mortgage Loan, which constituted approximately 10.5% of the asset pool of the issuing entity as of its cut-off date, is an asset of the issuing entity and is part of a loan combination that includes the Dallas Market Center Mortgage Loan which is an asset of the issuing entity, and one other pari passu loan, which is not an asset of the issuing entity. This loan combination, including the Dallas Market Center Mortgage Loan, is being serviced and administered pursuant to the Pooling and Servicing Agreement, which is incorporated by reference as Exhibit 4.1 to this Annual Report on Form 10-K.
The Exhibit Index describes exhibits provided by certain parties (in their capacities indicated on the Exhibit Index) with respect to the Selig Office Portfolio Mortgage Loan and the 170 Broadway Mortgage Loan, which constituted approximately 9.9% and 1.6%, respectively, of the asset pool of the issuing entity as of its cut-off date. The Selig Office Portfolio Mortgage Loan and the 170 Broadway Mortgage Loan are each an asset of the issuing entity and are each part of a loan combination that includes (a) with respect to the Selig Office Portfolio Mortgage Loan and two other pari passu loans, which are not assets of the issuing entity or (b) with respect to the 170 Broadway Mortgage Loan and one other pari passu loan, which is not an asset of the issuing entity. A pari passu portion of each loan combination was securitized in the Citigroup Commercial Mortgage Trust 2015-GC29 transaction, Commission File Number 333-189017-08 (the “CGCMT 2015-GC29 Transaction”). These loan combinations, including the Selig Office Portfolio Mortgage Loan and the 170 Broadway Mortgage Loan, are being serviced and administered pursuant to the pooling and servicing agreement for the CGCMT 2015-GC29 Transaction, which is incorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K.
The master servicer of a pooling and servicing agreement or trust and servicing agreement also functions as the primary servicer of the related mortgage loans serviced and administered pursuant to such agreement unless a separate primary servicer is identified herein. If this report does not identify a separate primary servicer, the servicer compliance statement provided by the master servicer under any such agreement also encompasses its responsibilities as primary servicer of the related mortgage loan or mortgage loans.
Midland Loan Services, a Division of PNC Bank, National Association is the master servicer and special servicer of the mortgage loans serviced under the Pooling and Servicing Agreement and the primary servicer and special servicer of the Selig Office Portfolio Mortgage Loan and the 170 Broadway Mortgage Loan. As a result, Midland Loan Services, a Division of PNC Bank, National Association is a “servicer” as defined in Item 1108(a)(2)(iii) of Regulation AB, in the capacities described above, because it is servicing mortgage loans that constituted 10% or more of the assets of the issuing entity as of its cut-off date. The assessments of compliance with applicable servicing criteria, accountants’ attestation reports and servicer compliance statements delivered by Midland Loan Services, a Division of PNC Bank, National Association in the capacities described above are listed in the Exhibit Index.
Berkeley Point Capital LLC d/b/a Newmark Knight Frank is an affiliate of Cantor Commercial Real Estate Lending L.P., one of the sponsors. Therefore, the Depositor included in this Annual Report on Form 10-K a servicer compliance statement for Berkeley Point Capital LLC d/b/a Newmark Knight Frank pursuant to Item 1123. Because Berkeley Point Capital LLC d/b/a Newmark Knight Frank is servicing less than 5% of the pool assets, an assessment of compliance with applicable servicing criteria and an accountants’ attestation report pursuant to Item 1122 of Regulation AB are not required by Regulation AB. As the attestation made in the servicer compliance statement required by Item 1123 relates to a review of the servicing activities of Berkeley Point Capital LLC d/b/a Newmark Knight Frank under the applicable servicing agreement, and that review was conducted in conjunction with the servicer’s preparation of its assessment of compliance with applicable servicing criteria, that assessment of compliance with applicable servicing criteria and the accompanying accountants’ attestation report are included in this Annual Report on Form 10-K for the sake of completeness.
Deutsche Bank Trust Company Americas is custodian of the Selig Office Portfolio Mortgage Loan and the 170 Broadway Mortgage Loan. As a result, Deutsche Bank Trust Company Americas is a servicing function participant in the capacities described above, because it is servicing mortgage loans that constituted 5% or more of the assets of the issuing entity as of its cut-off date. The assessments of compliance with applicable servicing criteria and accountants’ attestation reports delivered by Deutsche Bank Trust Company Americas in the capacities described above are listed in the Exhibit Index.
Situs Holdings, LLC is the operating advisor of the Selig Office Portfolio Mortgage Loan and the 170 Broadway Mortgage Loan. As a result, Situs Holdings, LLC is a servicing function participant in the capacities described above, because it is servicing mortgage loans that constituted 5% or more of the assets of the issuing entity as of its cut-off date. The assessments of compliance with applicable servicing criteria and accountants’ attestation reports delivered by Situs Holdings, LLC in the capacities described above are listed in the Exhibit Index.
The assessments of compliance with applicable servicing criteria, accountants’ attestation reports and servicer compliance statements of the certificate administrator of the 170 Broadway Mortgage Loan and the Selig Office Portfolio Mortgage Loan listed on the Exhibit Index are omitted from this Annual Report on Form 10-K as the certificate administrator pursuant to the related pooling and servicing agreement or trust and servicing agreement does not perform any activities that address servicing criteria with respect to the issuing entity and because they are each not a “servicer” that meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.
PART I
Item 1. Business.
Omitted.
4
Item 1A. Risk Factors.
Omitted.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Omitted.
Item 3. Legal Proceedings.
Omitted.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Omitted.
Item 6. Selected Financial Data.
Omitted.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Omitted.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Omitted.
Item 9A. Controls and Procedures.
Omitted.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Omitted.
5
Item 11. Executive Compensation.
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Omitted.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Omitted.
Item 14. Principal Accounting Fees and Services.
Omitted.
ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB
Item 1112(b) of Regulation AB, Significant Obligor Financial Information.
The Dallas Market Center Mortgage Loan (Control Number 1 on Annex A of the prospectus supplement of the registrant relating to the issuing entity filed on May 29, 2015 pursuant to Rule 424(b)(5)) constitutes a significant obligor within the meaning of Item 1101(k)(2) of Regulation AB as disclosed in the prospectus supplement. In accordance with Item 1112(b) of Regulation AB, the most recent unaudited net operating income of the significant obligor was $25,910,612.00 for the twelve- month period ended November 30, 2019.
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial Information.
No entity or group of affiliated entities provides any external credit enhancement or other support for the certificates within this transaction 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 or other support for the certificates within this transaction as described under Item 1115 of Regulation AB.
Item 1117 of Regulation AB, Legal Proceedings.
The registrant knows of no material pending legal proceeding involving the trust or any party related to the trust, other than routine litigation incidental to the duties of those respective parties, and the following, with respect to Deutsche Bank Trust Company Americas, as trustee and as custodian.
Deutsche Bank Trust Company Americas (“DBTCA”) and Deutsche Bank National Trust Company (“DBNTC”) have been sued by investors in civil litigation concerning their role as trustees of certain RMBS trusts.
On June 18, 2014, a group of investors, including funds managed by Blackrock Advisors, LLC, PIMCO-Advisors, L.P., and others, filed an action against DBNTC and DBTCA in New York State Supreme Court alleging that DBNTC and DBTCA failed to perform purported duties, as trustees for 544 private-label RMBS trusts, to enforce breaches of representations and warranties as to mortgage loans held by the trusts and to enforce breaches by servicers of their mortgage loan servicing obligations for the trusts. During the course of the litigation, plaintiffs dismissed the case from New York State Supreme Court and refiled two separate cases, one in the U.S. District Court for the Southern District of New York (the “BlackRock SDNY Case”) and the other in the Superior Court of California, Orange County (the “BlackRock California Case”). Pursuant to a settlement among the parties, the BlackRock SDNY Case was dismissed on December 6, 2018 and the BlackRock California Case was dismissed on January 11, 2019.
On September 27, 2017, DBTCA was added as a defendant to a case brought by certain special purpose entities including Phoenix Light SF Limited in the U.S. District Court for the Southern District of New York, in which the plaintiffs previously alleged incorrectly that DBNTC served as trustee for all 43 of the trusts at issue. On September 27, 2017, plaintiffs filed a third amended complaint that names DBTCA as a defendant in addition to DBNTC. DBTCA serves as trustee for one of the 43 trusts at issue. DBNTC serves as trustee for the other 42 trusts at issue. Plaintiffs’ third amended complaint brings claims for violation of the U.S. Trust Indenture Act of 1939 (“TIA”); breach of contract; breach of fiduciary duty; negligence and gross negligence; violation of New York’s Streit Act; and breach of the covenant of good faith. However, in the third amended complaint, plaintiffs acknowledge that, before DBTCA was added to the case, the court dismissed plaintiffs’ TIA Act claims, negligence and gross negligence claims, Streit Act claims, claims for breach of the covenant of good faith, and certain theories of plaintiffs’ breach of contract claims, and plaintiffs only include these claims to preserve any rights on appeal. Plaintiffs allege damages of “hundreds of millions of dollars.” On November 13, 2017, DBNTC and DBTCA filed an answer to the third amended complaint. On December 7, 2018, DBNTC and DBTCA filed a motion for summary judgment. Also on December 7, 2018, plaintiffs, jointly with Commerzbank AG (see description of Commerzbank case below), filed a motion for partial summary judgment. As of March 1, 2020, both motions for summary judgment have been briefed and are awaiting decision by the court.
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On November 30, 2017, DBTCA was added as a defendant to a case brought by Commerzbank AG (“Commerzbank”) in the U.S. District Court for the Southern District of New York, in which Commerzbank previously alleged incorrectly that DBNTC served as trustee for all 50 of the trusts at issue. On November 30, 2017, Commerzbank filed a second amended complaint that names DBTCA as a defendant in addition to DBNTC. DBTCA serves as trustee for 1 of the 50 trusts at issue. DBNTC serves as trustee for the other 49 trusts at issue. Commerzbank’s second amended complaint brings claims for violation of the TIA; breach of contract; breach of fiduciary duty; negligence; violation of the Streit Act; and breach of the covenant of good faith. However, in the second amended complaint, Commerzbank acknowledges that, before DBTCA was added to the case, the court dismissed Commerzbank’s TIA claims for the trusts governed by pooling and servicing agreements, as well as its Streit Act claims and claims for breach of the covenant of good faith, and Commerzbank only includes these claims to preserve any rights on appeal. The second amended complaint alleges that DBNTC and DBTCA caused Commerzbank to suffer “hundreds of millions of dollars in losses,” but the complaint does not include a demand for money damages in a sum certain. On January 29, 2018, DBNTC and DBTCA filed an answer to the second amended complaint. On December 7, 2018, DBNTC and DBTCA filed a motion for summary judgment. Also on December 7, 2018, Commerzbank, jointly with the Phoenix Light plaintiffs, filed a motion for partial summary judgment. As of March 1, 2020, both motions for summary judgment have been briefed and are awaiting decision by the court.
On December 30, 2015, IKB International, S.A. in Liquidation and IKB Deutsche Industriebank A.G. (collectively, “IKB”), as an investor in 37 RMBS trusts, filed a summons with notice in the Supreme Court of the State of New York, New York County, against DBNTC and DBTCA as trustees of the trusts. On May 27, 2016, IKB served its complaint asserting claims for breach of contract, breach of fiduciary duty, breach of duty to avoid conflicts of interest, violation of the Streit Act, violation of the TIA, violation of Regulation AB, and violation of Section 9 of the Uniform Commercial Code. IKB alleges that DBNTC and DBTCA are liable for over U.S. $268 million in damages. On October 5, 2016, DBNTC and DBTCA, together with several other trustees defending lawsuits by IKB, filed a joint motion to dismiss. On January 6, 2017 and June 20, 2017, IKB voluntarily dismissed with prejudice all claims as to seven trusts. As of March 1, 2020, DBNTC and DBTCA’s motion to dismiss has been briefed and is awaiting decision by the court.
It is DBTCA’s belief that it has no pending legal proceedings (including, based on DBTCA’s present evaluation, the litigation disclosed in the foregoing paragraphs) that would materially affect its ability to perform its duties under the related servicing agreement for this transaction.
Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions.
The information regarding this Item has been previously provided in a prospectus supplement of the Registrant relating to the issuing entity filed on May 29, 2015 pursuant to Rule 424(b)(5).
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
The reports on assessments of compliance with the servicing criteria for asset-backed securities and related attestation reports on such assessments of compliance with respect to the mortgage loans are attached hereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit O to the Pooling and Servicing Agreement incorporated by reference as Exhibit 4.1 to this Annual Report on Form 10-K is a chart identifying the entities participating in a servicing function for the transaction responsible for each applicable servicing criteria set forth in Item 1122(d).
The reports on assessments of compliance with the servicing criteria for asset-backed securities and related attestation reports on such assessments of compliance with respect to the Selig Office Portfolio Mortgage Loan and the 170 Broadway Mortgage Loan, which are being serviced and administered pursuant to the pooling and servicing agreement for the CGCMT 2015-GC29 Transaction, are attached hereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit O to the pooling and servicing agreement for the CGCMT 2015-GC29 Transaction incorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K is a chart identifying the entities participating in a servicing function for the CGCMT 2015-GC29 Transaction responsible for each applicable servicing criteria set forth in Item 1122(d).
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 (“Midland”) 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 fields as described in (1) and (2) below. (1) In connection with other enhancements Midland made to its manual Schedule AL process, starting in April 2019, Midland developed and implemented new Schedule AL reporting templates for each applicable CMBS transaction that closed prior to April 2019 and for each applicable CMBS transaction going forward. Related to this, Midland made certain template setup errors, along with related and other manual inputting of information errors, and the errors were not identified prior to submission of the applicable Schedule AL Files in certain cases due to breakdowns in quality control. (2) In one applicable transaction, the related Schedule AL File for a given month was not saved properly resulting in the prior month’s Schedule AL File being submitted for the given month instead of the correct Schedule AL File.
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The identified instances did not involve the servicing of assets included in this securitization.
Steps Taken to Remedy the Material Instance of Noncompliance
Midland’s Schedule AL reporting process was enhanced in April of 2019, however, the process remained manual throughout the 2019 calendar year. Errors relating to certain Schedule AL Files during 2019 were identified during the related audit. Following identification, Midland made staffing changes and additional enhancements and improvements to its processes and procedures to support its Schedule AL reporting obligations and expects to move to an automated solution for this process.
Midland is currently remediating the Schedule AL reporting for certain of the CMBS transactions found to be incorrect.
Item 1123 of Regulation AB, Servicer Compliance Statement.
The servicer compliance statements are attached as Exhibits to this Annual Report on Form 10-K.
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) |
The following is a list of documents filed as part of this Annual Report on Form 10-K: |
(1) |
Not applicable |
(2) |
Not applicable |
(3) |
See below |
33 |
Reports on assessment of compliance with servicing criteria for asset-backed securities. |
8
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer |
U.S. Bank National Association, as Trustee, Certificate Administrator and Custodian |
Trimont Real Estate Advisors, LLC (f/k/a Trimont Real Estate Advisors, Inc.), as Operating Advisor |
Berkeley Point Capital LLC d/b/a Newmark Knight Frank, as Primary Servicer |
Situs Holdings, LLC, as Operating Advisor of the Selig Office Portfolio Mortgage Loan |
Situs Holdings, LLC, as Operating Advisor of the 170 Broadway Mortgage Loan (see Exhibit 33.13) |
34 |
Attestation reports on assessment of compliance with servicing criteria for asset-backed securities. |
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer |
U.S. Bank National Association, as Trustee, Certificate Administrator and Custodian |
Trimont Real Estate Advisors, LLC (f/k/a Trimont Real Estate Advisors, Inc.), as Operating Advisor |
Berkeley Point Capital LLC d/b/a Newmark Knight Frank, as Primary Servicer |
9
Situs Holdings, LLC, as Operating Advisor of the Selig Office Portfolio Mortgage Loan |
Situs Holdings, LLC, as Operating Advisor of the 170 Broadway Mortgage Loan (see Exhibit 34.13) |
35 |
Servicer compliance statements. |
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer |
U.S. Bank National Association, as Certificate Administrator |
Berkeley Point Capital LLC d/b/a Newmark Knight Frank, as Primary Servicer |
(b) |
The exhibits required to be filed by the Registrant pursuant to Item 601 of Regulation S-K are listed above. |
(c) |
Not Applicable. |
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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.
GS
Mortgage Securities Corporation II
(Depositor)
/s/ Leah Nivison |
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Leah Nivison, Chief Executive Officer |
|
(senior officer in charge of securitization of the depositor) |
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Date: March 27, 2020
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EX-31 Rule 13a-14(d)/15d-14(d) Certifications.
I, Leah Nivison, 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 the GS Mortgage Securities Trust 2015-GC30 (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 statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements 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:
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, U.S. Bank National Association, as Trustee, U.S. Bank National Association, as Certificate Administrator, U.S. Bank National Association, as Custodian, TriMont Real Estate Advisors, Inc., as Operating Advisor, Berkeley Point Capital LLC d/b/a Newmark Knight Frank, as Primary Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer for the 170 Broadway Mortgage Loan, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer for the 170 Broadway Mortgage Loan, Deutsche Bank Trust Company Americas, as Trustee for the 170 Broadway Mortgage Loan, Deutsche Bank Trust Company Americas, as Custodian for the 170 Broadway Mortgage Loan, Situs Holdings, LLC, as Operating Advisor for the 170 Broadway Mortgage Loan, Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer for the Selig Office Portfolio Mortgage Loan, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer for the Selig Office Portfolio Mortgage Loan, Deutsche Bank Trust Company Americas, as Trustee for the Selig Office Portfolio Mortgage Loan, Deutsche Bank Trust Company Americas, as Custodian for the Selig Office Portfolio Mortgage Loan, and Situs Holdings, LLC, as Operating Advisor for the Selig Office Portfolio Mortgage Loan.
Dated: March 27, 2020
/s/ Leah Nivison
Chief Executive Officer
(senior officer in charge of securitization of the depositor)
| PNC REAL ESTATE(Logo) | MIDLAND LOAN SERVICES(Logo) |
Management’s
Report on Assessment of Compliance
with SEC Regulation AB Servicing Criteria
Midland Loan Services, a division of PNC Bank, National Association (“Midland” or the “Company”), is responsible for compliance with the applicable servicing criteria set forth in Item 1122 (d) of Regulation AB of the Securities and Exchange Commission (“Regulation AB”), as set forth in Appendix A.
Midland has assessed its compliance with the applicable servicing criteria as of and for the year ended December 31, 2019 (the “Reporting Period”). In making this assessment, Midland used the criteria set forth by the Securities and Exchange Commission (“SEC”) in Item 1122(d) of Regulation AB. This report covers all transactions serviced on the Enterprise! Loan Management System (the “Platform”) during the Reporting Period.
Midland engaged certain vendors, which are not servicers as defined in item 1101(j) of Regulation AB (the “Vendors”), to perform specific and limited or scripted activities related to portions of the servicing criteria as set forth in Appendix A. Midland 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. Midland has not identified and is not aware of any material instances of noncompliance by the Vendors with the applicable servicing criteria as of December 31, 2019 and for the Reporting Period with respect to the Platform taken as a whole, nor has it identified any material deficiencies in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria as of December 31, 2019 and for the Reporting Period with respect to the Platform taken as a whole.
Based on this assessment, Midland concludes that, as of and for the year ended December 31, 2019, Midland has complied in all material respects with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB, except as described in Appendix B hereto.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report on Midland’s compliance with the applicable servicing criteria as of and for the year ended December 31, 2019 for all transactions serviced on the Enterprise! Loan Management System.
Appendix C entitled Management’s Remediation Plan for the Material Instance of Noncompliance with Regulation AB Criteria is presented by Midland for information purposes and is not covered by PricewaterhouseCoopers LLP’s attestation report.
MIDLAND LOAN SERVICES
a division of PNC Bank, National Association
/s/ Timothy E. Steward
Timothy E. Steward
Senior Vice President
Date: February 20, 2020
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| PNC REAL ESTATE(Logo) | MIDLAND LOAN SERVICES(Logo) |
APPENDIX A
| SERVICING CRITERIA | APPLICABLE SERVICING CRITERIA | ||
| Reference | Criteria | Performed Directly by Midland | Performed by Vendor(s) for which Midland is the Responsible Party |
| 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 | X (only with respect to financial performance activities) |
| 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. | X | |
| 1122(d)(1)(iii) | Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained. | N/A1 | |
| 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 the transaction agreements. | X | |
| 1122(d)(1)(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. | X | X (only with respect to wires sent to banks in Canada) |
| 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. | X | |
| 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 | |
1 Midland has determined servicing criteria 1122(d)(1)(iii), 1122(d)(3)(i)(B), 1122(d)(3)(i)(C), 1122(d)(3)(i)(D), 1122(d)(3)(ii), 1122(d)(3)(iii), 1122(d)(3)(iv), and 1122(d)(4)(xv) to be inapplicable to the activities Midland performs with respect to the Platform.
2
| PNC REAL ESTATE(Logo) | MIDLAND LOAN SERVICES(Logo) |
| SERVICING CRITERIA | APPLICABLE SERVICING CRITERIA | ||
| Reference | Criteria | Performed Directly by Midland | Performed by Vendor(s) for which Midland is the Responsible Party |
| Cash Collection and Administration (continued) | |||
| 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: | ||
| (A) Are mathematically accurate; | X | ||
| (B) Are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; | X | ||
| (C) Are reviewed and approved by someone other than the person who prepared the reconciliation; and | X | ||
| (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; | X | ||
| (B) Provide information calculated in accordance with the terms specified in the transaction agreements; | N/A1 | ||
| (C) Are filed with the Commission as required by its rules and regulations; and | N/A1 | ||
| (D) Agree with investor’s or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the servicer. | N/A1 | ||
| 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. | N/A1 | |
| 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. | N/A1 | |
| 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. | N/A1 | |
1 Midland has determined servicing criteria 1122(d)(1)(iii), 1122(d)(3)(i)(B), 1122(d)(3)(i)(C), 1122(d)(3)(i)(D), 1122(d)(3)(ii), 1122(d)(3)(iii), 1122(d)(3)(iv), and 1122(d)(4)(xv) to be inapplicable to the activities Midland performs with respect to the Platform.
3
| PNC REAL ESTATE(Logo) | MIDLAND LOAN SERVICES(Logo) |
| SERVICING CRITERIA | APPLICABLE SERVICING CRITERIA | ||
| Reference | Criteria | Performed Directly by Midland | Performed by Vendor(s) for which Midland is the Responsible Party |
| 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 | X (only with respect to removal from pools and loan assumptions) |
1122(d)(4)(ii)
|
Pool assets 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 | X (only with respect to removal from pools) |
| 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. | X | |
| 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 asset (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 | X (only with respect to loan assumptions) |
| 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 | |
1 Midland has determined servicing criteria 1122(d)(1)(iii), 1122(d)(3)(i)(B), 1122(d)(3)(i)(C), 1122(d)(3)(i)(D), 1122(d)(3)(ii), 1122(d)(3)(iii), 1122(d)(3)(iv), and 1122(d)(4)(xv) to be inapplicable to the activities Midland performs with respect to the Platform.
4
| PNC REAL ESTATE(Logo) | MIDLAND LOAN SERVICES(Logo) |
| SERVICING CRITERIA | APPLICABLE SERVICING CRITERIA | ||
| Reference | Criteria | Performed Directly by Midland | Performed by Vendor(s) for which Midland is the Responsible Party |
| Pool Asset Administration (continued) | |||
| 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; | X | ||
| (B) Interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and | X | ||
| (C) Such funds are returned to the obligor within 30 calendar days of full repayment of the related pool asset, 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 | X (with respect to insurance and tax related activities) |
| 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. | N/A1 | |
1 Midland has determined servicing criteria 1122(d)(1)(iii), 1122(d)(3)(i)(B), 1122(d)(3)(i)(C), 1122(d)(3)(i)(D), 1122(d)(3)(ii), 1122(d)(3)(iii), 1122(d)(3)(iv), and 1122(d)(4)(xv) to be inapplicable to the activities Midland performs with respect to the Platform.
5
| PNC REAL ESTATE(Logo) | MIDLAND LOAN SERVICES(Logo) |
Appendix B
The Company has identified an instance of material noncompliance with the following servicing criterion during the Reporting Period of the Platform:
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.
Certain instances were identified where the Schedule AL Filings (Item 1125 of Regulation AB) were not appropriately reported in accordance with the terms specified in the transaction agreements.
6
| PNC REAL ESTATE(Logo) | MIDLAND LOAN SERVICES(Logo) |
Appendix
C - Management’s Remediation Plan for the Material
Instance of Noncompliance with Regulation AB Criteria
PricewaterhouseCoopers LLP’s attestation report does not cover Management’s Remediation Plan for the Material Instance of Noncompliance with Regulation AB Criteria.
The report on assessment for Midland Loan Services, a division of PNC Bank, National Association (“Midland”) identified a material instance of noncompliance related to Regulation AB servicing criterion 1122(d)(3)(i)(A) - “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;” which is applicable to all transactions serviced on the Enterprise! Loan Management System (the “Platform”) during the year ended December 31, 2019.
For CMBS transactions subject to the reporting requirements of Regulation AB on and after November 23, 2016 (the effective date of the most recent amendment to Regulation AB), Midland as master servicer of certain of those CMBS transactions became responsible for Schedule AL (Asset Level) reporting on behalf of the related CMBS trusts. Midland’s Schedule AL reporting process was enhanced in April of 2019, however, the process remained manual throughout the 2019 calendar year and additional errors during such year were identified during the related audit. Following identification, Midland made staffing changes and additional improvements to its processes and procedures to support its Schedule AL reporting obligations and expects to move to an automated solution for this process.
7
Management’s Assertion
Report on Assessment of Compliance with Applicable Servicing Criteria
U.S. Bank National Association (“U.S. Bank”) is responsible for assessing compliance as of and for the year ended December 31, 2019 with the servicing criteria set forth in Item 1122 (d) of Regulation AB applicable to it as set forth on Exhibit A hereto. This report covers asset backed securities transactions within the U.S. Bank Corporate Trust Asset-Backed Securities Platform1 (the “Platform”)
U.S. Bank hereby provides the following report on its assessment of compliance with the servicing criteria set forth in Item 1122 of Regulation AB applicable to it and as described on Exhibit A hereto:
| 1. | U.S. Bank is responsible for assessing its compliance with the servicing criteria applicable to it as noted on the accompanying Exhibit A; |
| 2. | Except as set forth in paragraph 3 below, U.S. Bank used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess its compliance with the applicable servicing criteria; |
| 3. | The criteria listed in the column titled “Inapplicable Servicing Criteria” on Exhibit A hereto are inapplicable to U.S. Bank based on the servicing activities it performs directly with respect to the Platform; |
| 4. | U.S. Bank has complied, in all material respects, with the applicable servicing criteria as of and for the year ended December 31, 2019; and |
| 5. | Ernst & Young, LLP, a registered public accounting firm, has issued an attestation report on U.S. Bank’s assessment of compliance with the applicable servicing criteria as of and for the year ended December 31, 2019. |
| U.S. BANK NATIONAL ASSOCIATION | |
| /s/ Joseph Giordano | |
| Name: Joseph Giordano | |
| Title: Executive Vice President |
Date: February 27, 2020
1 The U.S. Bank Corporate Trust Asset-Backed Securities Platform (the “Platform”) consists of the activities involved in the performance of servicing functions for which the Company provides trustee, securities administration, registrar, paying agent and document custody services for (i) publicly issued asset-backed and mortgage-backed transactions the securities of which were offered on or after January 1, 2006 and (ii) certain asset-backed transactions for which the Issuer has voluntarily elected to make Regulation AB compliant filings under the Securities Exchange Act of 1934, as amended.
EXHIBIT A to Management’s Assertion
| Reference | Servicing Criteria | Applicable
Servicing Criteria |
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. |
X2
|
|
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)(1)(v)
|
Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information. |
X3
|
|
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.
|
X
|
|
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.
|
X4
|
|
1122(d)(2)(iv)
|
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, 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
|
|
2 No servicing activities were performed by the Company that required the servicing criteria to be complied with.
3 No servicing activities were performed by the Company that required the servicing criteria to be complied with.
4 No servicing activities were performed by the Company that required the servicing criteria to be complied with.
| Corporate Trust ABS Platform (B) | 1 |
Reference |
Servicing Criteria | Applicable
Servicing Criteria |
Inapplicable
|
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.
|
X
|
|
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 pool asset documents. |
X |
|
1122(d)(4)(ii) |
Pool assets 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. |
X
| |
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
| |
| Corporate Trust ABS Platform (B) | 2 |
| Reference | Servicing Criteria | Applicable
Servicing Criteria |
Inapplicable
|
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
|
| Corporate Trust ABS Platform (B) | 3 |
TRIMONT(logo)
Trimont Real Estate Advisors, LLC
Management's
Report on Assessment of Compliance
with SEC Regulation AB Servicing Criteria
Trimont Real Estate Advisors, LLC (“the Asserting Party”) is responsible for assessing compliance as of and for the year ended December 31, 2019 (“the Reporting Period”) with the applicable servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB as set forth in Exhibit A hereto (the “Applicable Servicing Criteria”). The transactions covered by this report are only those transactions processed by the Asserting Party in capacity as trust, senior trust, or operating advisor for the asset backed securities transactions listed in Exhibit B hereto (the “Platform”).
The Asserting Party has used the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB to assess its compliance with the Applicable Servicing Criteria for the Reporting Period and has concluded that the Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria as of and for the year ended December 31, 2019 with respect to the Platform.
Grant Thornton, LLP, an independent registered public accounting firm, has issued an attestation report on the assessment of compliance with the Applicable Servicing Criteria as of and for the year ended December 31, 2019 as set forth in this assertion.
Trimont
Real Estate Advisors, LLC | |
| /s/ Glen Peters | |
| Glen Peters | |
| Chief Financial Officer | |
AMSTERDAM | ATLANTA | DALLAS | KANSAS CITY | LONDON | LOS ANGELES | NEW YORK | SYDNEY
Exhibit A
| Regulation AB Criteria | GSMS 2015-GC30 | WFCM 2015-C27 | WFCM 2015-C29 | WFCM 2015-C31 | WFCM 2015-LC20 | WFCM 2015-NXS1 | WFCM 2015-SG1 | WFRBS 2014-C25 | WFRBS 2014-C23 | WFRBS 2014-C21 | GSMS 2014-GC20 | WFRBS 2014-C19 | WFRBS 2013-C17 | MSBAM 2013-C12 | WFRBS 2013-C15 | GSMS 2013-GC13 | WFRBS 2013-C13 | MSBAM 2013-C9 | WFRBS 2013-C11 | GSMS 2013-GC10 | UBS 2012-C4 | WFCM 2012-LC5 | ||
| Section | Description | Criteria | Applicable Criteria | |||||||||||||||||||||
| General Servicing Considerations | ||||||||||||||||||||||||
| 1122(d)(1)(i) | Policies and Procedures | Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreement.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(1)(ii) | Policies and Procedures (vendors) | 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.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(1)(iii) | Back-up Servicer | Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(1)(iv) | Fidelity Bond | 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 agreement.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(1)(v) | Accuracy of Information | Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Exhibit A
| Regulation AB Criteria | GSMS 2015-GC30 | WFCM 2015-C27 | WFCM 2015-C29 | WFCM 2015-C31 | WFCM 2015-LC20 | WFCM 2015-NXS1 | WFCM 2015-SG1 | WFRBS 2014-C25 | WFRBS 2014-C23 | WFRBS 2014-C21 | GSMS 2014-GC20 | WFRBS 2014-C19 | WFRBS 2013-C17 | MSBAM 2013-C12 | WFRBS 2013-C15 | GSMS 2013-GC13 | WFRBS 2013-C13 | MSBAM 2013-C9 | WFRBS 2013-C11 | GSMS 2013-GC10 | UBS 2012-C4 | WFCM 2012-LC5 | ||
| Section | Description | Criteria | Applicable Criteria | |||||||||||||||||||||
| Cash Collection and Administration | ||||||||||||||||||||||||
| 1122(d)(2)(i) | 2 Days to deposit Payments into Custodial Accounts | Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days of receipt, or such other number of days specified in the transaction agreements.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(2)(ii) | Wire Transfers | Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(2)(iii) | Advances | 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.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(2)(iv) | Commingling | The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Exhibit A
| Regulation AB Criteria | GSMS 2015-GC30 | WFCM 2015-C27 | WFCM 2015-C29 | WFCM 2015-C31 | WFCM 2015-LC20 | WFCM 2015-NXS1 | WFCM 2015-SG1 | WFRBS 2014-C25 | WFRBS 2014-C23 | WFRBS 2014-C21 | GSMS 2014-GC20 | WFRBS 2014-C19 | WFRBS 2013-C17 | MSBAM 2013-C12 | WFRBS 2013-C15 | GSMS 2013-GC13 | WFRBS 2013-C13 | MSBAM 2013-C9 | WFRBS 2013-C11 | GSMS 2013-GC10 | UBS 2012-C4 | WFCM 2012-LC5 | ||
| Section | Description | Criteria | Applicable Criteria | |||||||||||||||||||||
| 1122(d)(2)(v) | Federally Insured Institution | 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 §240.13k-1(b)(1) of this chapter. I.3 Each custodial account shall be maintained at a federally insured depository institution in trust for the applicable investor.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(2)(vi) | Unissued Checks | Unissued checks are safeguarded so as to prevent unauthorized access.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Exhibit A
| Regulation AB Criteria | GSMS 2015-GC30 | WFCM 2015-C27 | WFCM 2015-C29 | WFCM 2015-C31 | WFCM 2015-LC20 | WFCM 2015-NXS1 | WFCM 2015-SG1 | WFRBS 2014-C25 | WFRBS 2014-C23 | WFRBS 2014-C21 | GSMS 2014-GC20 | WFRBS 2014-C19 | WFRBS 2013-C17 | MSBAM 2013-C12 | WFRBS 2013-C15 | GSMS 2013-GC13 | WFRBS 2013-C13 | MSBAM 2013-C9 | WFRBS 2013-C11 | GSMS 2013-GC10 | UBS 2012-C4 | WFCM 2012-LC5 | ||
| Section | Description | Criteria | Applicable Criteria | |||||||||||||||||||||
| 1122(d)(2)(vii) | Reconciliations | 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 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.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Exhibit A
| Regulation AB Criteria | GSMS 2015-GC30 | WFCM 2015-C27 | WFCM 2015-C29 | WFCM 2015-C31 | WFCM 2015-LC20 | WFCM 2015-NXS1 | WFCM 2015-SG1 | WFRBS 2014-C25 | WFRBS 2014-C23 | WFRBS 2014-C21 | GSMS 2014-GC20 | WFRBS 2014-C19 | WFRBS 2013-C17 | MSBAM 2013-C12 | WFRBS 2013-C15 | GSMS 2013-GC13 | WFRBS 2013-C13 | MSBAM 2013-C9 | WFRBS 2013-C11 | GSMS 2013-GC10 | UBS 2012-C4 | WFCM 2012-LC5 | ||
| Section | Description | Criteria | Applicable Criteria | |||||||||||||||||||||
| Investor Remittance and Reporting | ||||||||||||||||||||||||
| 1122(d)(3)(i) | Reports to the Investor | 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.
|
X1 | X1 | X1 | X1 | X1 | X1 | X1 | X1 | X1 | X1 | X1 | X1 | X1 | X1 | X1 | X1 | X1 | X1 | X1 | X1 | X1 | X1 |
| 1122(d)(3)(ii) | Investor Remittance | Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Exhibit A
| Regulation AB Criteria | GSMS 2015-GC30 | WFCM 2015-C27 | WFCM 2015-C29 | WFCM 2015-C31 | WFCM 2015-LC20 | WFCM 2015-NXS1 | WFCM 2015-SG1 | WFRBS 2014-C25 | WFRBS 2014-C23 | WFRBS 2014-C21 | GSMS 2014-GC20 | WFRBS 2014-C19 | WFRBS 2013-C17 | MSBAM 2013-C12 | WFRBS 2013-C15 | GSMS 2013-GC13 | WFRBS 2013-C13 | MSBAM 2013-C9 | WFRBS 2013-C11 | GSMS 2013-GC10 | UBS 2012-C4 | WFCM 2012-LC5 | ||
| Section | Description | Criteria | Applicable Criteria | |||||||||||||||||||||
| 1122(d)(3)(iii) | Investor's Records | 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.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(3)(iv) | Remittance and Bank Statements | Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Pool Asset Administration | ||||||||||||||||||||||||
| 1122(d)(4)(i) | Collateral/Security on Pool Assets | Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(4)(ii) | Safeguard Pool Assets | Pool assets and related documents are safeguarded as required by the transaction agreements.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(4)(iii) | Changes to the Pool Assets | 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.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Exhibit A
| Regulation AB Criteria | GSMS 2015-GC30 | WFCM 2015-C27 | WFCM 2015-C29 | WFCM 2015-C31 | WFCM 2015-LC20 | WFCM 2015-NXS1 | WFCM 2015-SG1 | WFRBS 2014-C25 | WFRBS 2014-C23 | WFRBS 2014-C21 | GSMS 2014-GC20 | WFRBS 2014-C19 | WFRBS 2013-C17 | MSBAM 2013-C12 | WFRBS 2013-C15 | GSMS 2013-GC13 | WFRBS 2013-C13 | MSBAM 2013-C9 | WFRBS 2013-C11 | GSMS 2013-GC10 | UBS 2012-C4 | WFCM 2012-LC5 | ||
| Section | Description | Criteria | Applicable Criteria | |||||||||||||||||||||
| 1122(d)(4)(iv) | Obligor's Payment Record | Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable 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.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(4)(v) | Pool Asset Records Match UPB | The servicers records regarding the pool assets agree with the servicer's records with respect to an obligor's unpaid principal balance.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(4)(vi) | Loan Modifications | Changes with respect to the terms or status of an obligor's pool asset (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.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Exhibit A
| Regulation AB Criteria | GSMS 2015-GC30 | WFCM 2015-C27 | WFCM 2015-C29 | WFCM 2015-C31 | WFCM 2015-LC20 | WFCM 2015-NXS1 | WFCM 2015-SG1 | WFRBS 2014-C25 | WFRBS 2014-C23 | WFRBS 2014-C21 | GSMS 2014-GC20 | WFRBS 2014-C19 | WFRBS 2013-C17 | MSBAM 2013-C12 | WFRBS 2013-C15 | GSMS 2013-GC13 | WFRBS 2013-C13 | MSBAM 2013-C9 | WFRBS 2013-C11 | GSMS 2013-GC10 | UBS 2012-C4 | WFCM 2012-LC5 | ||
| Section | Description | Criteria | Applicable Criteria | |||||||||||||||||||||
| 1122(d)(4)(vii) | Loss Mitigation Actions | 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 agreement.
|
X2 | X2 | X2 | X2 | X2 | X2 | X2 | X2 | X2 | X2 | X2 | X2 | X2 | X2 | X2 | X2 | X2 | X2 | X2 | X2 | X2 | X2 |
| 1122(d)(4)(viii) | Collection Efforts Documented | 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).
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(4)(ix) | ARMs | Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Exhibit A
| Regulation AB Criteria | GSMS 2015-GC30 | WFCM 2015-C27 | WFCM 2015-C29 | WFCM 2015-C31 | WFCM 2015-LC20 | WFCM 2015-NXS1 | WFCM 2015-SG1 | WFRBS 2014-C25 | WFRBS 2014-C23 | WFRBS 2014-C21 | GSMS 2014-GC20 | WFRBS 2014-C19 | WFRBS 2013-C17 | MSBAM 2013-C12 | WFRBS 2013-C15 | GSMS 2013-GC13 | WFRBS 2013-C13 | MSBAM 2013-C9 | WFRBS 2013-C11 | GSMS 2013-GC10 | UBS 2012-C4 | WFCM 2012-LC5 | ||
| Section | Description | Criteria | Applicable Criteria | |||||||||||||||||||||
| 1122(d)(4)(x) | Escrow Funds | Regarding any funds held in trust for an obligor such funds are (a) 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)returned to the obligor within 30 calendar days of full repayment of the related pool asset, or such other number of days specified in the transaction agreements.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(4)(xi) | Timely Payments | 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.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Exhibit A
| Regulation AB Criteria | GSMS 2015-GC30 | WFCM 2015-C27 | WFCM 2015-C29 | WFCM 2015-C31 | WFCM 2015-LC20 | WFCM 2015-NXS1 | WFCM 2015-SG1 | WFRBS 2014-C25 | WFRBS 2014-C23 | WFRBS 2014-C21 | GSMS 2014-GC20 | WFRBS 2014-C19 | WFRBS 2013-C17 | MSBAM 2013-C12 | WFRBS 2013-C15 | GSMS 2013-GC13 | WFRBS 2013-C13 | MSBAM 2013-C9 | WFRBS 2013-C11 | GSMS 2013-GC10 | UBS 2012-C4 | WFCM 2012-LC5 | ||
| Section | Description | Criteria | Applicable Criteria | |||||||||||||||||||||
| 1122(d)(4)(xii) | Late Payment Penalties | 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.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(4)(xiii) | Obligor's Records | 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.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(4)(xiv) | Delinquencies, Charge-offs, and Other Uncollectible Accounts | Delinquencies, Charge-offs, and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(4)(xv) | Any External Enhancement | Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of this Regulation AB, is maintained as set forth in the transaction agreements.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Exhibit A
| Regulation AB Criteria | WFRBS 2012-C9 | DBUBS 2011-LC3 | WFRBS 2011-C5 | WFCM 2016-NXS6 | WFCM 2016-LC24 | WFCM 2016-C37 | 245 Park Ave Trust 2017-245P | MSC 2017-H1 | WFCM 2017-C39 | WFCM 2017-RB1 | WFCM 2017-C41 | CFCRE 2011 - C2 | MSC 2011 - C3 | UBS CCMT 2011 - C1 | JPMCC 2012 CIBX | UBS 2012 - C1 | WFRBS 2014-LC14 | CGCMT 2014 - GC23 | CGCMT 2016 - C3 | CGCMT 2017-B1 | GSMS 2012-GC6 | WFRBS 2012-C7 | ||
| Section | Description | Criteria | Applicable Criteria | |||||||||||||||||||||
| General Servicing Considerations | ||||||||||||||||||||||||
| 1122(d)(1)(i) | Policies and Procedures | Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreement.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(1)(ii) | Policies and Procedures (vendors) | 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.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(1)(iii) | Back-up Servicer | Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(1)(iv) | Fidelity Bond | 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 agreement.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(1)(v) | Accuracy of Information | Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Exhibit A
| Regulation AB Criteria | WFRBS 2012-C9 | DBUBS 2011-LC3 | WFRBS 2011-C5 | WFCM 2016-NXS6 | WFCM 2016-LC24 | WFCM 2016-C37 | 245 Park Ave Trust 2017-245P | MSC 2017-H1 | WFCM 2017-C39 | WFCM 2017-RB1 | WFCM 2017-C41 | CFCRE 2011 - C2 | MSC 2011 - C3 | UBS CCMT 2011 - C1 | JPMCC 2012 CIBX | UBS 2012 - C1 | WFRBS 2014-LC14 | CGCMT 2014 - GC23 | CGCMT 2016 - C3 | CGCMT 2017-B1 | GSMS 2012-GC6 | WFRBS 2012-C7 | ||
| Section | Description | Criteria | Applicable Criteria | |||||||||||||||||||||
| Cash Collection and Administration | ||||||||||||||||||||||||
| 1122(d)(2)(i) | 2 Days to deposit Payments into Custodial Accounts | Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days of receipt, or such other number of days specified in the transaction agreements.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(2)(ii) | Wire Transfers | Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(2)(iii) | Advances | 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.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(2)(iv) | Commingling | The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Exhibit A
| Regulation AB Criteria | WFRBS 2012-C9 | DBUBS 2011-LC3 | WFRBS 2011-C5 | WFCM 2016-NXS6 | WFCM 2016-LC24 | WFCM 2016-C37 | 245 Park Ave Trust 2017-245P | MSC 2017-H1 | WFCM 2017-C39 | WFCM 2017-RB1 | WFCM 2017-C41 | CFCRE 2011 - C2 | MSC 2011 - C3 | UBS CCMT 2011 - C1 | JPMCC 2012 CIBX | UBS 2012 - C1 | WFRBS 2014-LC14 | CGCMT 2014 - GC23 | CGCMT 2016 - C3 | CGCMT 2017-B1 | GSMS 2012-GC6 | WFRBS 2012-C7 | ||
| Section | Description | Criteria | Applicable Criteria | |||||||||||||||||||||
| 1122(d)(2)(v) | Federally Insured Institution | 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 §240.13k-1(b)(1) of this chapter. I.3 Each custodial account shall be maintained at a federally insured depository institution in trust for the applicable investor.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(2)(vi) | Unissued Checks | Unissued checks are safeguarded so as to prevent unauthorized access.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Exhibit A
| Regulation AB Criteria | WFRBS 2012-C9 | DBUBS 2011-LC3 | WFRBS 2011-C5 | WFCM 2016-NXS6 | WFCM 2016-LC24 | WFCM 2016-C37 | 245 Park Ave Trust 2017-245P | MSC 2017-H1 | WFCM 2017-C39 | WFCM 2017-RB1 | WFCM 2017-C41 | CFCRE 2011 - C2 | MSC 2011 - C3 | UBS CCMT 2011 - C1 | JPMCC 2012 CIBX | UBS 2012 - C1 | WFRBS 2014-LC14 | CGCMT 2014 - GC23 | CGCMT 2016 - C3 | CGCMT 2017-B1 | GSMS 2012-GC6 | WFRBS 2012-C7 | ||
| Section | Description | Criteria | Applicable Criteria | |||||||||||||||||||||
| 1122(d)(2)(vii) | Reconciliations | 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 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.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Exhibit A
| Regulation AB Criteria | WFRBS 2012-C9 | DBUBS 2011-LC3 | WFRBS 2011-C5 | WFCM 2016-NXS6 | WFCM 2016-LC24 | WFCM 2016-C37 | 245 Park Ave Trust 2017-245P | MSC 2017-H1 | WFCM 2017-C39 | WFCM 2017-RB1 | WFCM 2017-C41 | CFCRE 2011 - C2 | MSC 2011 - C3 | UBS CCMT 2011 - C1 | JPMCC 2012 CIBX | UBS 2012 - C1 | WFRBS 2014-LC14 | CGCMT 2014 - GC23 | CGCMT 2016 - C3 | CGCMT 2017-B1 | GSMS 2012-GC6 | WFRBS 2012-C7 | ||
| Section | Description | Criteria | Applicable Criteria | |||||||||||||||||||||
| Investor Remittance and Reporting | ||||||||||||||||||||||||
| 1122(d)(3)(i) | Reports to the Investor | 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:
|
X1 | X4 | X3 | X1 | X1 | X1 | X5 | X1 | X1 | X1 | X1 | X3 | X4 | X3 | X1 | X1 | X1 | X1 | X1 | X1 | X1 | X1 |
| 1122(d)(3)(ii) | Investor Remittance | Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Exhibit A
| Regulation AB Criteria | WFRBS 2012-C9 | DBUBS 2011-LC3 | WFRBS 2011-C5 | WFCM 2016-NXS6 | WFCM 2016-LC24 | WFCM 2016-C37 | 245 Park Ave Trust 2017-245P | MSC 2017-H1 | WFCM 2017-C39 | WFCM 2017-RB1 | WFCM 2017-C41 | CFCRE 2011 - C2 | MSC 2011 - C3 | UBS CCMT 2011 - C1 | JPMCC 2012 CIBX | UBS 2012 - C1 | WFRBS 2014-LC14 | CGCMT 2014 - GC23 | CGCMT 2016 - C3 | CGCMT 2017-B1 | GSMS 2012-GC6 | WFRBS 2012-C7 | ||
| Section | Description | Criteria | Applicable Criteria | |||||||||||||||||||||
| 1122(d)(3)(iii) | Investor's Records | 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.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(3)(iv) | Remittance and Bank Statements | Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Pool Asset Administration | ||||||||||||||||||||||||
| 1122(d)(4)(i) | Collateral/Security on Pool Assets | Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(4)(ii) | Safeguard Pool Assets | Pool assets and related documents are safeguarded as required by the transaction agreements.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(4)(iii) | Changes to the Pool Assets | 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.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Exhibit A
| Regulation AB Criteria | WFRBS 2012-C9 | DBUBS 2011-LC3 | WFRBS 2011-C5 | WFCM 2016-NXS6 | WFCM 2016-LC24 | WFCM 2016-C37 | 245 Park Ave Trust 2017-245P | MSC 2017-H1 | WFCM 2017-C39 | WFCM 2017-RB1 | WFCM 2017-C41 | CFCRE 2011 - C2 | MSC 2011 - C3 | UBS CCMT 2011 - C1 | JPMCC 2012 CIBX | UBS 2012 - C1 | WFRBS 2014-LC14 | CGCMT 2014 - GC23 | CGCMT 2016 - C3 | CGCMT 2017-B1 | GSMS 2012-GC6 | WFRBS 2012-C7 | ||
| Section | Description | Criteria | Applicable Criteria | |||||||||||||||||||||
| 1122(d)(4)(iv) | Obligor's Payment Record | Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable 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.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(4)(v) | Pool Asset Records Match UPB | The servicers records regarding the pool assets agree with the servicer's records with respect to an obligor's unpaid principal balance.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(4)(vi) | Loan Modifications | Changes with respect to the terms or status of an obligor's pool asset (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.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Exhibit A
| Regulation AB Criteria | WFRBS 2012-C9 | DBUBS 2011-LC3 | WFRBS 2011-C5 | WFCM 2016-NXS6 | WFCM 2016-LC24 | WFCM 2016-C37 | 245 Park Ave Trust 2017-245P | MSC 2017-H1 | WFCM 2017-C39 | WFCM 2017-RB1 | WFCM 2017-C41 | CFCRE 2011 - C2 | MSC 2011 - C3 | UBS CCMT 2011 - C1 | JPMCC 2012 CIBX | UBS 2012 - C1 | WFRBS 2014-LC14 | CGCMT 2014 - GC23 | CGCMT 2016 - C3 | CGCMT 2017-B1 | GSMS 2012-GC6 | WFRBS 2012-C7 | ||
| Section | Description | Criteria | Applicable Criteria | |||||||||||||||||||||
| 1122(d)(4)(vii) | Loss Mitigation Actions | 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 agreement.
|
X2 | X2 | X2 | X2 | X2 | X2 | X2 | X2 | X2 | X2 | X2 | X2 | X2 | X2 | X2 | X2 | X2 | X2 | X2 | X2 | X2 | X2 |
| 1122(d)(4)(viii) | Collection Efforts Documented | 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).
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(4)(ix) | ARMs | Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Exhibit A
| Regulation AB Criteria | WFRBS 2012-C9 | DBUBS 2011-LC3 | WFRBS 2011-C5 | WFCM 2016-NXS6 | WFCM 2016-LC24 | WFCM 2016-C37 | 245 Park Ave Trust 2017-245P | MSC 2017-H1 | WFCM 2017-C39 | WFCM 2017-RB1 | WFCM 2017-C41 | CFCRE 2011 - C2 | MSC 2011 - C3 | UBS CCMT 2011 - C1 | JPMCC 2012 CIBX | UBS 2012 - C1 | WFRBS 2014-LC14 | CGCMT 2014 - GC23 | CGCMT 2016 - C3 | CGCMT 2017-B1 | GSMS 2012-GC6 | WFRBS 2012-C7 | ||
| Section | Description | Criteria | Applicable Criteria | |||||||||||||||||||||
| 1122(d)(4)(x) | Escrow Funds | Regarding any funds held in trust for an obligor such funds are (a) 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)returned to the obligor within 30 calendar days of full repayment of the related pool asset, or such other number of days specified in the transaction agreements.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(4)(xi) | Timely Payments | 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.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Exhibit A
| Regulation AB Criteria | WFRBS 2012-C9 | DBUBS 2011-LC3 | WFRBS 2011-C5 | WFCM 2016-NXS6 | WFCM 2016-LC24 | WFCM 2016-C37 | 245 Park Ave Trust 2017-245P | MSC 2017-H1 | WFCM 2017-C39 | WFCM 2017-RB1 | WFCM 2017-C41 | CFCRE 2011 - C2 | MSC 2011 - C3 | UBS CCMT 2011 - C1 | JPMCC 2012 CIBX | UBS 2012 - C1 | WFRBS 2014-LC14 | CGCMT 2014 - GC23 | CGCMT 2016 - C3 | CGCMT 2017-B1 | GSMS 2012-GC6 | WFRBS 2012-C7 | ||
| Section | Description | Criteria | Applicable Criteria | |||||||||||||||||||||
| 1122(d)(4)(xii) | Late Payment Penalties | 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.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(4)(xiii) | Obligor's Records | 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.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(4)(xiv) | Delinquencies, Charge-offs, and Other Uncollectible Accounts | Delinquencies, Charge-offs, and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 1122(d)(4)(xv) | Any External Enhancement | Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of this Regulation AB, is maintained as set forth in the transaction agreements.
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Key
| X1 | With respect to Item 1122(d)(3)(i), only parts A and B of this criteria are applicable for the securitization.
|
| X2 | With respect to Item 1122(d)(4)(vii), there were no Loss mitigation or recovery actions during the reporting period for the loan(s) that were serviced under this securitization.
|
| X3 | With respect to Item 1122(d)(3)(i), only parts A, B, and C are applicable. There were no activities performed during the reporting period for the loan(s) that were serviced under this securitization
|
| X4 | With respect to Item 1122(d)(3)(i), there were no activities performed during the reporting period for the loan(s) that were serviced under this securitization.
|
| X5 | With respect to Applicable Servicing Criteria, the securitization was not in scope based on the transaction agreement.
|
With respect to Applicable Servicing Criteria cells in Exhibit A that are denoted with an “N/A”, per review of the respective servicing agreement, the criteria was not in scope for the transaction. | |
Exhibit B
| Name | Transaction | Period of Service |
| DBUBS 2011-LC3 | Commercial Mortgage Pass-Through Certificates, DBUBS 2011-LC3 pursuant to the Pooling and Servicing Agreement dated August 1, 2011 | January 1, 2019 - December 31, 2019 |
| WFRBS 2011-C5 | Commercial Mortgage Pass-Through Certificates, WFRBS 2011-C5 pursuant to the Pooling and Servicing Agreement dated November 1, 2011 | January 1, 2019 - December 31, 2019 |
| MSC 2011-C3 | Commercial Mortgage Pass-Through Certificates, MSC 2011-C3 pursuant to the Pooling and Servicing Agreement dated October 1, 2011 | January 1, 2019 - December 31, 2019 |
| CFCRE 2011-C2 | Commercial Mortgage Pass-Through Certificates, CFCRE 2011-C2 pursuant to the Pooling and Servicing Agreement dated December 11, 2011 | January 1, 2019 - December 31, 2019 |
| UBS CCMT-2011-C1 | Commercial Mortgage Pass-Through Certificates, UBS CCMT-2011 pursuant to the Pooling and Servicing Agreement dated December 1, 2011 | January 1, 2019 - December 31, 2019 |
| GSMS 2012-GC6 | Commercial Mortgage Pass-Through Certificates, Series 2012-GC6 pursuant to the Pooling and Servicing Agreement dated February 1, 2012 | January 1, 2019 - December 31, 2019 |
| UBS 2012-C1 | Commercial Mortgage Pass-Through Certificates, Series 2012-C1 pursuant to the Pooling and Servicing Agreement dated May 1, 2012 | January 1, 2019 - December 31, 2019 |
| JPMCC 2012 - CIBX | Commercial Mortgage Pass-Through Certificates, Series 2012-CIBX pursuant to the Pooling and Servicing Agreement dated June 1, 2012 | January 1, 2019 - December 31, 2019 |
| WFRBS 2012-C7 | Commercial Mortgage Pass-Through Certificates, Series 2012-C7 pursuant to the Pooling and Servicing Agreement dated June 1, 2012 | January 1, 2019 - December 31, 2019 |
| WFCM 2012-LC5 | Commercial Mortgage Pass-Through Certificates, Series 2012-LC5 pursuant to the Pooling and Servicing Agreement dated September 1, 2012 | January 1, 2019 - December 31, 2019 |
| WFRBS 2012-C9 | Commercial Mortgage Pass-Through Certificates, Series 2012-C9 pursuant to the Pooling and Servicing Agreement dated October 1, 2012 | January 1, 2019 - December 31, 2019 |
| UBS 2012-C4 | Commercial Mortgage Pass-Through Certificates, Series 2012-C4 pursuant to the Pooling and Servicing Agreement dated December 1, 2012 | January 1, 2019 - December 31, 2019 |
| GSMS 2013-GC10 | Commercial Mortgage Pass-Through Certificates, Series 2013-GC10 pursuant to the Pooling and Servicing Agreement dated February 1, 2013 | January 1, 2019 - December 31, 2019 |
| WFRBS 2013-C11 | Commercial Mortgage Pass-Through Certificates, Series 2013-C11 pursuant to the Pooling and Servicing Agreement dated February 1, 2013 | January 1, 2019 - December 31, 2019 |
| MSBAM 2013-C9 | Commercial Mortgage Pass-Through Certificates, Series 2013-C9 pursuant to the Pooling and Servicing Agreement dated May 1, 2013 | January 1, 2019 - December 31, 2019 |
| WFRBS 2013-C13 | Commercial Mortgage Pass-Through Certificates, Series 2013-C13 pursuant to the Pooling and Servicing Agreement dated May 1, 2013 | January 1, 2019 - December 31, 2019 |
| GSMS 2013-GC13 | Commercial Mortgage Pass-Through Certificates, Series 2013-GC13 pursuant to the Pooling and Servicing Agreement dated July 1, 2013 | January 1, 2019 - December 31, 2019 |
| WFRBS 2013-C15 | Commercial Mortgage Pass-Through Certificates, Series 2013-C15 pursuant to the Pooling and Servicing Agreement dated August 1, 2013 | January 1, 2019 - December 31, 2019 |
Exhibit B
| Name | Transaction | Period of Service |
| MSBAM 2013-C12 | Commercial Mortgage Pass-Through Certificates, Series 2013-C12 pursuant to the Pooling and Servicing Agreement dated October 1, 2013 | January 1, 2019 - December 31, 2019 |
| WFRBS 2013-C17 | Commercial Mortgage Pass-Through Certificates, Series 2013-C17 pursuant to the Pooling and Servicing Agreement dated August 1, 2013 | January 1, 2019 - December 31, 2019 |
| WFRBS 2014-LC14 | Commercial Mortgage Pass-Through Certificates, Series 2014-LC14 pursuant to the Pooling and Servicing Agreement dated February 1, 2014 | January 1, 2019 - December 31, 2019 |
| WFRBS 2014-C19 | Commercial Mortgage Pass-Through Certificates, Series 2014-C19 pursuant to the Pooling and Servicing Agreement dated February 26, 2014 | January 1, 2019 - December 31, 2019 |
| GSMS 2014-GC20 | Commercial Mortgage Pass-Through Certificates, Series 2014-GC20 pursuant to the Pooling and Servicing Agreement dated April 1, 2014 | January 1, 2019 - December 31, 2019 |
| WFRBS 2014-C21 | Commercial Mortgage Pass-Through Certificates, Series 2014-C21 pursuant to the Pooling and Servicing Agreement dated August 1, 2014 | January 1, 2019 - December 31, 2019 |
| CGCMT 2014-GC23 | Commercial Mortgage Pass-Through Certificates, Series 2014-GC23 pursuant to the Pooling and Servicing Agreement dated August 1, 2014 | January 1, 2019 - December 31, 2019 |
| WFRBS 2014-C23 | Commercial Mortgage Pass-Through Certificates, Series 2014-C23 pursuant to the Pooling and Servicing Agreement dated September 1, 2014 | January 1, 2019 - December 31, 2019 |
| WFRBS 2014-C25 | Commercial Mortgage Pass-Through Certificates, Series 2014-C25 pursuant to the Pooling and Servicing Agreement dated December 1, 2014 | January 1, 2019 - December 31, 2019 |
| GSMS 2015-GC30 | Commercial Mortgage Pass-Through Certificates, Series 2015-GC30 pursuant to the Pooling and Servicing Agreement dated May 1, 2015 | January 1, 2019 - December 31, 2019 |
| WFCM 2015-C27 | Commercial Mortgage Pass-Through Certificates, Series 2015-C27 pursuant to the Pooling and Servicing Agreement dated March 1, 2015 | January 1, 2019 - December 31, 2019 |
| WFCM 2015-C29 | Commercial Mortgage Pass-Through Certificates, Series 2015-C29 pursuant to the Pooling and Servicing Agreement dated June 1, 2015 | January 1, 2019 - December 31, 2019 |
| WFCM 2015-C31 | Commercial Mortgage Pass-Through Certificates, Series 2015-C31 pursuant to the Pooling and Servicing Agreement dated November 1, 2015 | January 1, 2019 - December 31, 2019 |
| WFCM 2015-LC20 | Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 pursuant to the Pooling and Servicing Agreement dated March 1, 2015 | January 1, 2019 - December 31, 2019 |
| WFCM 2015-NXS1 | Commercial Mortgage Pass-Through Certificates, Series 2015-NXS1 pursuant to the Pooling and Servicing Agreement dated April 1, 2015 | January 1, 2019 - December 31, 2019 |
| WFCM 2015-SG1 | Commercial Mortgage Pass-Through Certificates, Series 2015-SG1 pursuant to the Pooling and Servicing Agreement dated August 1, 2015 | January 1, 2019 - December 31, 2019 |
| WFCM 2016-C37 | Commercial Mortgage Pass-Through Certificates, Series WFCM 2016-C37 pursuant to the Pooling and Servicing Agreement dated December 1, 2016 | January 1, 2019 - December 31, 2019 |
| CGCMT 2016-C3 | Commercial Mortgage Pass-Through Certificates, Series CGCMT 2016-C3 pursuant to the Pooling and Servicing Agreement dated November 1, 2016 | January 1, 2019 - December 31, 2019 |
Exhibit B
| Name | Transaction | Period of Service |
| WFCM 2016-LC24 | Commercial Mortgage Pass-Through Certificates, Series WFCM 2016-LC24 pursuant to the Pooling and Servicing Agreement dated September 1, 2016 | January 1, 2019 - December 31, 2019 |
| WFCM 2016-NXS6 | Commercial Mortgage Pass-Through Certificates, Series WFCM 2016-NXS6 pursuant to the Pooling and Servicing Agreement dated October 1, 2016 | January 1, 2019 - December 31, 2019 |
| 245 Park Ave Trust 2017-245P | Commercial Mortgage Pass-Through Certificates, Series 245 Park Ave Trust 2017-245P pursuant to the Pooling and Servicing Agreement dated May 30, 2017 | January 1, 2019 - December 31, 2019 |
| CGCMT 2017-B1 | Commercial Mortgage Pass-Through Certificates, Series CGCMT 2017-B1 pursuant to the Pooling and Servicing Agreement dated August 29, 2017 | January 1, 2019 - December 31, 2019 |
| MSC 2017-H1 | Commercial Mortgage Pass-Through Certificates, Series MSC 2017-H1 pursuant to the Pooling and Servicing Agreement dated June 8, 2017 | January 1, 2019 - December 31, 2019 |
| WFCM 2017-C39 | Commercial Mortgage Pass-Through Certificates, Series WFCM 2017-C39 pursuant to the Pooling and Servicing Agreement dated August 22, 2017 | January 1, 2019 - December 31, 2019 |
| WFCM 2017-RB1 | Commercial Mortgage Pass-Through Certificates, Series WFCM 2017-RB1 pursuant to the Pooling and Servicing Agreement dated March 1, 2017 | January 1, 2019 - December 31, 2019 |
| WFCM 2017-C41 | Commercial Mortgage Pass-Through Certificates, Series WFCM 2017-RB1 pursuant to the Pooling and Servicing Agreement dated November 1, 2017 | January 1, 2019 - December 31, 2019 |
| Newmark Knight Frank(logo) | ||
225
Franklin Street ngkf.com |
MANAGEMENT’S ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA PURSUANT TO ITEM 1122 OF REGULATION AB
Management of Berkeley Point Capital LLC d/b/a Newmark Knight Frank (“NKF”) is responsible for assessing compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB of the Securities and Exchange Commission relating to its role in the servicing of commercial mortgage-backed securities transactions conducted by NKF (the “Platform”) as of and for the year ended December 31, 2019 (the “Reporting Period”). Appendix A identifies the individual asset-backed transactions and securities defined by management as constituting the Platform.
NKF’s management has assessed NKF’s compliance with the applicable servicing criteria during the Reporting Period. In making this assessment, management used the criteria set forth by the Securities and Exchange Commission (“SEC”) in paragraph (d) of Item 1122 of Regulation AB, excluding the criteria set forth in Appendix B, which management has determined are not applicable to the servicing activities it performs with respect to the Platform.
With respect to applicable servicing criteria identified in Appendix C, there were no activities performed for the Reporting Period with respect to the Platform, because there was no occurrence of events that would require NKF to perform such activities.
With respect to servicing criteria 1122(d)(l)(v), 1122(d)(2)(vi) and 1122(d)(2)(vii), management has engaged Midland Loan Services, a division of PNC Bank, National Association (“Midland”) to perform the activities required by these servicing criteria. NKF’s management has determined that Midland is not a “servicer” as defined in Item 1101(j) of Regulation AB, and NKF’s management has elected to take responsibility for assessing compliance with the servicing criteria applicable to Midland as permitted by the SEC’s Compliance and Disclosure Interpretation (“C&DI”) 200.06, Vendors Engaged by Servicers (C&DI 200.06) (formerly SEC Regulation AB Manual of Publicly Available Telephone Interpretations, 17.06). Management has policies and procedures in place designed to provide reasonable assurance that Midland’s activities comply in all material respects with the servicing criteria applicable to Midland. NKF has not identified and is not aware of any material instances of noncompliance by Midland with the applicable servicing criteria during the Reporting Period, with respect to the Platform taken as a whole, nor has it identified any material deficiencies in its policies and procedures to monitor the compliance by Midland with the applicable servicing criteria during the Reporting Period with respect to the Platform taken as a whole. NKF is solely responsible for determining that it meets the SEC requirements to apply C&DI 200.06 for Midland and the related criteria.
Based on such assessment, management believes that with respect to the Reporting Period, NKF has complied in all material respects with the servicing criteria set forth in Item 1122(d) of Regulation AB of the SEC, including servicing criteria 1122(d)(l)(v), 1122(d)(2)(vi) and 1122(d)(2)(vii) for which compliance is determined based on C&DI 200.06 as described above relating to its role in the servicing of the Platform.
2019 BPC d/b/a NKF Management Assessment Letter
| Newmark Knight Frank(logo) |
Ernst and Young LLP, an independent registered public accounting firm, has issued an attestation report with respect to management’s assessment of compliance with the applicable servicing criteria with respect to the Reporting Period.
| By: | Berkeley
Point Capital LLC, dba Newmark Knight Frank |
| /s/ Ronald Steffenino | ||
Ronald Steffenino Senior Managing Director |
| 2/24/2020 | ||
| Date |
| Mike
Rispoli Chief Financial Officer |
| 2/24/2020 | ||
Date |
2019 BPC d/b/a NKF Management Assessment Letter
| Newmark Knight Frank(logo) |
Ernst and Young LLP, an independent registered public accounting firm, has issued an attestation report with respect to management’s assessment of compliance with the applicable servicing criteria with respect to the Reporting Period.
| By: | Berkeley Point Capital LLC, dba Newmark Knight Frank |
| Ronald
Steffenino Senior Managing Director |
| 2/24/2020 | ||
| Date |
| /s/ Mike Rispoli | ||
| Mike Rispoli | ||
| Chief Financial Officer |
| 2/24/2020 | ||
| Date |
2019 BPC d/b/a NKF Management Assessment Letter
| Newmark Knight Frank(logo) |
Appendix A to Management’s Assessment
COMM 2014-CCRE 17 Mortgage Trust Commercial Mortgage Pass-Through Certificates
COMM 2014-UBS4 Mortgage Trust Commercial Mortgage Pass-Through Certificates
COMM 2014-CCRE19 Mortgage Trust Commercial Mortgage Pass-Through Certificates
GS Mortgage Securities Trust 2014-GC24 Commercial Mortgage Pass-Through Certificates Series 2014-GC24
COMM 2014-CCRE20 Mortgage Trust Commercial Mortgage Pass-Through Certificates
Commercial Mortgage Pass-Through Certificates Series 2014-FL2
COMM 2015-LC19 Mortgage Trust Commercial Mortgage Pass-Through Certificates
GS Mortgage Securities Trust 2015-GC28 Commercial Mortgage Pass-Through Certificates Series 2015-GC28
GS Mortgage Securities Trust 2015-GC30 Commercial Mortgage Pass-Through Certificates Series 2015-GC30
Commercial Mortgage Pass-Through Certificates Series 2015-CCRE23
Commercial Mortgage Pass-Through Certificates Series 2015-LC21
COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through Certificates
COMM 2015-CCRE26 Mortgage Trust Commercial Mortgage Pass-Through Certificates
COMM 2015 CCRE27 Mortgage Trust Commercial Mortgage Pass-Through Certificates
GS Mortgage Securities Trust 2015-GC34 Commercial Mortgage Pass-Through Certificates Series 2015-GC34
COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2015-LC3
CFCRE 2016-C3 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C3
CCRESG Commercial Mortgage Trust 2016-HEAT Commercial Mortgage Pass-Through Certificates, Series 2016-HEAT
CFCRE 2016-C4 Mortgage Trust Commercial Mortgage Pass-through Certificates, Series 2016-C4
Citigroup Commercial Mortgage Trust 2016-C1, Commercial Mortgage Pass-through Certificates, Series 2016-C1
SG Commercial Mortgage Securities Trust 2016-C5 Commercial Mortgage Pass-Through Certificates Series 2016-C5
Citigroup Commercial Mortgage Trust 2016-C3, Commercial Mortgage Pass-through Certificates, Series 2016-C3
CFCRE 2016-C6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2016-C6
CFCRE 2016-C7 Commercial Mortgage Pass-Through Certificates
CFCRE 2017-C8 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-C8
UBS Commercial Mortgage Trust 2017-C4 Commercial Mortgage Pass-Through Certificates Series 2017-C4
UBS Commercial Mortgage Trust 2017-C5 Commercial Mortgage Pass-Through Certificates Series 2017-C5
UBS Commercial Mortgage Trust 2017-C6 Commercial Mortgage Pass-Through Certificates Series 2017-C6
Citigroup Commercial Mortgage Trust 2017-C4 Commercial Mortgage Pass-Through Certificates Series 2017-C4
CCUBS Commercial Mortgage Trust 2017-C1 Commercial Mortgage Pass-Through Certificates Series 2017-C1
UBS Commercial Mortgage Trust 2018-C8 Commercial Mortgage Pass-Through Certificates Series 2018-C8
UBS Commercial Mortgage Trust 2018-C9 Commercial Mortgage Pass-Through Certificates, Series 2018-C9
Benchmark 2018-B3 commercial Mortgage Pass-Through Certificates Series 2018-B3
UBS Commercial Mortgage Trust 2018-C10 Commercial Mortgage Pass-through Certificates, Series 2018-C10
UBS Commercial Mortgage Trust 2018-C12 Commercial Mortgage Pass-Through Certificates, Series 2018-C12
Morgan Stanley Capital I Trust 2018-L1 Commercial Mortgage Pass-Through Certificates, Series 2018-L1
UBS Commercial Mortgage Trust 2018-C14 Commercial Mortgage Pass-Through Certificates Series 2018 C14
Citigroup Commercial Mortgage Trust 2018-C6 Commercial Mortgage Pass-Through Certificates Series 2018-C6
BBCMS Mortgage Trust 2018 C2 Commercial Mortgage Pass-Through Certificates, Series 2018-C2
Morgan Stanley Capital I Trust 2018 H4 Commercial Mortgage Pass-Through Series 2018 H4
Morgan Stanley Capital I Trust 2019 L2 Commercial Mortgage Pass-Through Certificates Series 2019-L2
CF 2019 CF1 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2019-CF1
2019 BPC d/b/a NKF Management Assessment Letter
| Newmark Knight Frank(logo) |
Appendix B to Management’s Assessment
Regulation AB Item 1122(d) criteria determined to be not applicable:
| ● | 1122(d)(l)(iii) |
| ● | 1122(d)(2)(ii) |
| ● | 1122(d)(2)(iii) |
| ● | 1122(d)(3)(i) |
| ● | 1122(d)(3)(ii) |
| ● | 1122(d)(3)(iv) |
| ● | 1122(d)(4)(ii) |
| ● | 1122(d)(4)(vii) |
| ● | 1122(d)(4)(xv) |
2019 BPC d/b/a NKF Management Assessment Letter
| Newmark Knight Frank(logo) |
Appendix C to Management’s Assessment
Regulation AB Item 1122(d) criteria that NKF is under contract to perform the activities required, but for which there were no occurrences of events for the year ended December 31, 2019 that required them to perform such activities:
| ● | 1122(d)(4)(i) |
| ● | 1122(d)(4)(iii) |
| ● | 1122(d)(4)(vi) |
| ● | 1122(d)(4)(viii) |
| ● | 1122(d)(4)(xii) |
| ● | 1122(d)(4)(xiv) |
2019 BPC d/b/a NKF Management Assessment Letter
MANAGEMENT’S ASSERTION OF COMPLIANCE
Management of the Trust & Agency Services department of Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas (collectively the “Company”) is responsible for assessing the servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission to determine which criteria are applicable to the Company in respect of the servicing platform described below. Management has determined that the servicing criteria are applicable in regard to the servicing platform as of and for the period as follows:
Platform: Publicly-issued (i.e., transaction-level reporting required under the Securities Exchange Act of 1934, as amended) and certain privately-issued (i.e., for which transaction-level reporting is required pursuant to contractual obligation) residential mortgage-backed securities, commercial mortgage-backed securities and other asset-backed securities issued on or after January 1, 2006, for which the Company provides trustee, certificate administrator, securities administration, paying agent or custodian services, as defined in the transaction agreements, excluding publicly-issued securities sponsored or issued by any government sponsored entity (the “Platform”).
Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required by Item 1122(d) servicing criteria in regards to the activities performed by the Company with respect to the Platform as to any transaction, except for the following criteria: 1122(d)(4)(iv) – 1122(d)(4)(xiv), which management has determined are not applicable to the activities the Company performs with respect to the Platform (the “Applicable Servicing Criteria”). With respect to Applicable Servicing Criteria 1122(d)(1)(ii), 1122(d)(1)(iii), 1122(d)(2)(iii) and 1122(d)(4)(iii) there were no activities performed during the year ended December 31, 2019 with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities.
Period: Year ended December 31, 2019 (the “Period”).
Management’s interpretation of Applicable Servicing Criteria: The Company’s management has determined that servicing criterion 1122(d)(1)(iii) is applicable only with respect to its continuing obligation to act as, or locate a, successor servicer under the circumstances referred to in certain transaction agreements. It is management’s interpretation that the Company has no other active back-up servicing responsibilities in regards to servicing criterion 1122(d)(1)(iii) as of and for the Period. The Company’s management has determined that servicing criterion 1122(d)(1)(v) is applicable only to the activities the Company performs related to the mathematically accurate aggregation of information received from servicers and the accurate conveyance of such information within reports to investors. The Company’s management has determined that servicing criterion 1122(d)(4)(iii) is applicable to the activities the Company performs with respect to the Platform only as it relates to the Company’s obligation to report additions, removals or substitutions on reports to investors in accordance with the transaction agreements.
With respect to the Platform as of and for the Period, the Company’s management provides the following assertion of compliance with respect to the Applicable Servicing Criteria:
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The Company’s management is responsible for assessing the Company’s compliance with the Applicable Servicing Criteria. |
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The Company’s management has assessed compliance with the Applicable Servicing Criteria. In making this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB. |
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Based on such assessment, the Company has complied, in all material respects with the Applicable Servicing Criteria. |
KPMG LLP, an independent registered public accounting firm, has issued an attestation report with respect to management’s assertion of compliance with the Applicable Servicing Criteria as of and for the Period.
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DEUTSCHE BANK NATIONAL TRUST COMPANY |
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/s/ David Co |
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Name: David Co |
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Its: Director |
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/s/ Matt Bowen |
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Name: Matt Bowen |
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Its: Managing Director |
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/s/ Christopher Corcoran |
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Name: Christopher Corcoran |
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Its: Director |
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DEUTSCHE BANK TRUST COMPANY AMERICAS |
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Name: David Co |
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Its: Director |
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Dated: February 28, 2020 |
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SitusAMC(logo)
MANAGEMENT’S
ASSERTION ON COMPLIANCE WITH SEC
REGULATION AB SERVICING CRITERIA
1. |
Situs Holdings, LLC (the “Company” or “Situs”), a wholly-owned subsidiary of SitusAMC Holdings Corporation, is responsible for assessing compliance with the servicing criteria applicable to it in Item 1117, 1119, 1122(d)(3)(i) and 1122(d)(4)(vii) of Regulation AB of the Securities and Exchange Commission (“SEC”), as of and for the year ended December 31, 2019 (the “Reporting Period”), as set forth in Appendix A hereto. The transactions covered by this report (collectively referred to as “Operating or Trust Advisor Services Platform” or the “Platform”) include asset-backed securities transactions. This includes the asset-backed securities for which Situs acted in the capacity of Operating or Trust Advisor, as defined in Appendix B. |
2. |
Situs used the criteria set forth in Item 1122(d)(3)(i) and Item 1122(d)(4)(vii) of Regulation AB (defined in Appendix A) to assess the compliance with the applicable servicing criteria; |
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Pursuant to Item 1117 of Regulation AB (defined in Appendix A), the Company has determined that there are no pending legal proceedings or proceedings by governmental authorities against the Company that are material to security owners of the deals as listed in Appendix B; |
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During the reporting period, there were no loss mitigation or recovery actions initiated, conducted, or concluded on any of the active assets for which Situs is named as the Operating/Trust Advisor of record that would require action as the Operating or Trust Advisor. Therefore, Situs did not perform any Operating or Trust Advisor activities related to Item 1122(d)(4)(vii) of Regulation AB; |
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During the reporting period, no control termination events occurred on any of the active assets for which Situs is named as the Operating/Trust Advisor of record. Therefore, no investor reporting actions, either preparation, review, or otherwise, were required to be performed by Situs with regards to the Company’s role as Operating/Trust and Situs did not perform any Operating or Trust Advisor activities related to Item 1122(d)(3)(i) of Regulation AB; |
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Situs has complied in all material aspects, with the applicable servicing criteria as of December 31, 2019 and for the Reporting Period with respect to the deals listed in Appendix B taken as a whole; |
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Grant Thornton LLP, an independent registered public accounting firm, has issued an attestation report on the Company’s assertion on compliance with the applicable servicing criteria for the Reporting Period. |
Situs Holdings, LLC |
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February 20, 2020 |
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George Wisniewski |
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1
SitusAMC(logo)
APPENDIX A – Applicable Servicing Criteria
| SERVICING CRITERIA | |
| Reference | Criteria |
| Item 1117 | Describe briefly any legal proceedings pending against the sponsor, depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) of this Regulation AB, originator contemplated by Item 1110(b) of this Regulation AB, or other party contemplated by Item 1100(d)(1) of this Regulation AB, or of which any property of the foregoing is the subject, that is material to security holders. Include similar information as to any such proceedings known to be contemplated by governmental authorities.
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| Item 1119 | (a)
Describe if so, and how, the sponsor, depositor or issuing entity is an affiliate (as defined in §230.405 of this chapter)
of any of the following parties as well as, to the extent known and material, if so, and how, any of the following parties are
affiliates of any of the other following parties: (c) Notwithstanding paragraph (b) of this section, describe, to the extent material, any specific relationships involving or relating to the asset-backed securities transaction or the pool assets, including the material terms and approximate dollar amount involved, between the sponsor, depositor or issuing entity and any of the parties in paragraphs (a)(1) through (a)(6) of this section, or any affiliates of such parties, that currently exists or that existed during the past two years. |
| 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; (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 1number of pool assets serviced by the servicer.
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| Item 1122(d)(4)(vii) | Loss mitigation or recovery actions (e.g. forbearance plans, modifications and deeds in lieu of foreclosure, foreclosure and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the a transaction agreements.
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SitusAMC(logo)
APPENDIX B – The Platform
| Portfolio | Servicing Agreement Date |
| CGCMT 2012-GC8 | September 1, 2012 |
| CGCMT 2013-GC15 | September 1, 2013 |
| CGCMT 2014-GC19 | March 1, 2014 |
| CGCMT 2015-GC29 | April 1, 2015 |
| CGCMT 2015-GC33 | September 1, 2015 |
| COMM 2012-CCRE3 | October 1, 2012 |
| COMM 2013-CCRE13 | December 1, 2013 |
| COMM 2014-CCRE18 | June 1, 2014 |
| COMM 2014-LC15 | March 1, 2014 |
| COMM 2014-UBS5 | September 1, 2014 |
| FORT CRE 2018-1 | December 6, 2018 |
| GSMS 2012-GCJ7 | June 1, 2012 |
| GSMS 2013-GCJ12 | May 1, 2013 |
| GSMS 2013-GCJ16 | November 1, 2013 |
| GSMS 2014-GC24 | September 1, 2014 |
| GSMS 2015-GS1 | November 1, 2015 |
| MSBAM 2012-C5 | July 1, 2012 |
| MSBAM 2012-C6 | October 1, 2012 |
| MSBAM 2013-C11 | August 1, 2013 |
| MSBAM 2013-C13 | December 1, 2013 |
| MSBAM 2013-C7 | January 1, 2013 |
| MSBAM 2013-C8 | February 1, 2013 |
| MSBAM 2014-C15 | April 1, 2014 |
| MSBAM 2014-C16 | June 1, 2014 |
| MSBAM 2015-C21 | February 1, 2015 |
| MSBAM 2015-C27 | November 1, 2015 |
| MSCI 2015-UBS8 | December 1, 2015 |
| UBSBB 2013-C5 | February 1, 2013 |
| WFCM 2014-LC16 | June 1, 2014 |
3
PWC(Logo)
Report of Independent Registered Public Accounting Firm
To the Board of Directors, PNC Financial Services Group, Inc.
We have examined Midland Loan Services’, a division of PNC Bank, National Association (“Midland” or the “Company”), compliance with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for all transactions serviced on the Enterprise! Loan Management System (the “Platform”) described in the accompanying Management’s Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria, as of December 31, 2019 and for the year then ended excluding criteria 1122(d)(1)(iii), 1122(d)(3)(i)(B), 1122(d)(3)(i)(C), 1122(d)(3)(i)(D), 1122(d)(3)(ii), 1122(d)(3)(iii), 1122(d)(3)(iv), and 1122(d)(4)(xv), which the Company has determined are not applicable to the servicing activities performed by them with respect to the Platform. Midland’s management is responsible for the Company’s compliance with the applicable servicing criteria. Our responsibility is to express an opinion on the Company’s compliance with the applicable servicing criteria based on our examination.
As described in management’s assertion, for servicing criteria 1122(d)(1)(i), 1122(d)(2)(ii), 1122(d)(4)(i), 1122(d)(4)(iii), 1122(d)(4)(vi), and 1122(d)(4)(xi), the Company has engaged certain vendors to perform the activities required by these servicing criteria. The Company has determined that these vendors are not considered “servicers” 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 each vendor as permitted by Compliance and Disclosure Interpretation 200.06 of the SEC Division of Corporation Finance’s interpretations of the rules adopted under Regulation AB and the Securities Act and the Exchange Act (“Interpretation 200.06”). As permitted by Interpretation 200.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendors’ activities comply in all material respects with the servicing criteria applicable to each vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 200.06 for the vendors and related criteria as described in its assertion, and we performed no procedures with respect to the Company’s determination of its eligibility to use Interpretation 200.06.
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 the Company complied, in all material respects, with the applicable servicing criteria, and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of selected asset-backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. Our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurred prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that our examination provides, and that the evidence we obtained is sufficient and appropriate to provide, a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.
Our examination disclosed the following material noncompliance with the servicing criteria set forth in Item 1122(d)(3)(i)(A) of Regulation AB applicable to the Company during year ended December 31, 2019.
PricewaterhouseCoopers LLP, 1100 Walnut Street, Suite 1300, Kansas City, MO 64106
T: (816) 472 7921, F: (816) 218 1890 www.pwc.com/us
PWC(Logo)
As required by Item 1122(d)(3)(i)(A) of Regulation AB, reports to investors are maintained in accordance with transaction agreements and applicable Commission requirements and are prepared in accordance with timeframes and other terms set forth in the transaction agreement. Certain instances were identified where the Schedule AL Filings (Item 1125 of Regulation AB) were not appropriately reported in accordance with the terms specified in the transaction agreements.
In our opinion, except for the material noncompliance described in the preceding paragraph, Midland Loan Services complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2019 for all transactions serviced on the Enterprise! Loan Management System, in all material respects.
/s/ PricewaterhouseCoopers LLP
February 20, 2020
2
EY(logo)
Report of Independent Registered Public Accounting Firm
The Board of Directors
U.S. Bank National Association
We have examined management’s assertion, included in the accompanying Report on Assessment of Compliance with Applicable Servicing Criteria, that U.S. Bank National Association (the “Company”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the U.S. Bank Corporate Trust Asset-Backed Securities Platform (the “Platform”), for which the Company provides trustee, securities administration, registrar, paying agent and document custody services, as of and for the year ended December 31, 2019, except for servicing criteria Items 1122(d)(1)(iii) and 1122(d)(4)(iv)-(xiv), which the Company has determined are not applicable to the activities it performs with respect to the servicing platform covered by this report. Management is responsible for the Company’s compliance with those servicing criteria. 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 attestation standards established by the American Institute of Certified Public Accountants, as adopted by the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual asset-backed transactions and securities that comprise the Platform, testing of less than all of the servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. Although the Company is responsible for assessing compliance with Items 1122(d)(1)(ii), 1122(d)(1)(v), and 1122(d)(2)(iii) of Regulation AB, there were no servicing activities performed by the Company during the year ended December 31, 2019 that required these servicing criteria to be complied with. We believe that the evidence we obtained is sufficient and appropriate to provide a reasonable basis for our opinion.
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, 2019, for the U.S. Bank Corporate Trust Asset-Backed Securities Platform is fairly stated, in all material respects.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
February 27, 2020
Grant Thornton(logo)
| grant thornton llp | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | |
| 201 S. College St., Suite 2500 | ||
| Charlotte, NC 28244 | ||
| D +1 704 632 3500 | ||
| F +1 704 334 7701 | ||
Board of Directors Trimont Real Estate Advisors, LLC
We have examined management’s assertion, included in the accompanying Management’s Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria (“Management’s Report”), that Trimont Real Estate Advisors, LLC (the “Company”) complied with the servicing criteria set forth in Item 1122(d) of the U.S. Securities and Exchange Commission’s Regulation AB for the Operating or Trust Advisor Services Platform (the “Platform”) as of and for the year ended December 31, 2019 excluding criteria 1122(d)(1)(i-v), 1122(d)(2)(i-vii), 1122(d)(3)(ii-iv), 1122(d)(4)(i-vi) and 1122(d)(4)(viii-xv), which management has determined are not applicable to the activities performed by the Company with respect to the Platform. The Platform consists of the asset-backed transactions and securities defined by management in Exhibit B of Management’s Report. Management is responsible for the Company’s compliance with the applicable servicing criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the applicable servicing criteria for the Platform 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, and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria for the Platform and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities constituting the Platform and evaluating whether the Company performed servicing activities related to those transactions and securities in compliance with the applicable servicing criteria for the period covered by this report. Accordingly, our testing may not have included servicing activities related to each asset-backed transaction or security constituting the Platform. Further, our examination was not designed to detect material noncompliance that may have occurred prior to the period covered by this report and that may have affected the Company’s servicing activities during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the applicable servicing criteria. | ||
| GT.COM | Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership. |
Grant Thornton(logo)
| In our opinion, management’s assertion that Trimont Real Estate Advisors, LLC complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2019 for the Operating or Trust Advisor Services Platform is fairly stated, in all material respects. | ||
| /s/ Grant Thornton LLP | ||
| Charlotte,
North Carolina February 25, 2020 |
| EY(logo) | Ernst
& Young LLP 5 Times square New York, NY 10036-6530 |
Tel:
+ 1 212 773 3000 Fax: + 1 212 773 6350 ey.com |
Report of Independent Registered Public Accounting Firm
Berkeley Point Capital LLC
We have examined management’s assertion, included in the accompanying Management’s Assessment of Compliance with Applicable Servicing Criteria Pursuant to Item 1122 of Regulation AB, that Berkeley Point Capital 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-backed securities transactions platform as of and for the year ended December 31, 2019, except for Items 1122(d)(l)(iii), 1122(d)(2)(ii), 1122(d)(2)(iii), 1122(d)(3)(i), 1122(d)(3)(ii), 1122(d)(3)(iv), 1122(d)(4)(ii), 1122(d)(4)(vii), 1122(d)(4)(xv), which the Company has determined are not applicable to the activities performed by them with respect to the servicing platform covered by this report. Refer to Appendix A of Management’s Assessment of Compliance with Applicable Servicing Criteria Pursuant to Item 1122 of Regulation AB for the asset backed transactions covered by this platform. Management is responsible for the Company’s compliance with those servicing criteria. 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 attestation standards established by the American Institute of Certified Public Accountants and the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual asset backed transactions and securities that comprise the platform, testing of less than all of the servicing activities related to the Platform and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria and as permitted by Regulation AB Compliance and Disclosure Interpretations of the Division of Corporation Finance, Section 200.06, “Vendors Engaged by Servicers” (C&DI 200.06). Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. Although the Company is responsible for assessing compliance with Items 1122(d)(4)(i), 1122(d)(4)(iii), 1122(d)(4)(vi), 1122(d)(4)(viii), 1122(d)(4)(xii), 1122(d)(4)(xiv) of Regulation AB, there were no servicing activities performed by the Company during the year ended December 31, 2019 that required these servicing criteria to be complied with. We believe that the evidence we obtained is sufficient and appropriate to provide a reasonable basis for our opinion.
A member firm of Ernst & Young Global Limited
Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.
As described in management’s assertion, for servicing criteria 1122(d)(l)(v), 1122(d)(2)(vi) and 1122(d)(2)(vii), the Company has engaged a vendor to perform the activities required by these 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 applicable servicing criteria applicable to this vendor as permitted by 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 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 eligibility to apply C&DI 200.06.
In our opinion, management’s assertion that the Company complied with the servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission’s Regulation AB, including servicing criteria 1122(d)(l)(v), 1122(d)(2)(vi) and 1122(d)(2)(vii) for which compliance is determined based on C&DI 200.06 as described above, as of and for the year ended December 31, 2019 for the commercial mortgage-backed securities transactions platform, is fairly stated, in all material respects.
/s/ Ernst & Young LLP
February 24, 2020
A member firm of Ernst & Young Global Limited
2
KPMG(Logo)
KPMG LLP
Aon Center
Suite 5500
200 E. Randolph Street
Chicago, IL 60601-6436
Report of Independent Registered Public Accounting Firm
The Board of Directors
The Trust & Agency Services department of Deutsche Bank National Trust Company and
Deutsche Bank Trust Company Americas:
We have examined management’s assertion, included in the accompanying Management’s Assertion of Compliance, that the Trust & Agency Services department of Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas (collectively the Company) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB (Servicing Criteria) for publicly-issued (i.e., transaction-level reporting required under the Securities Exchange Act of 1934, as amended) and certain privately-issued (i.e., for which transaction-level reporting is required pursuant to contractual obligation) residential mortgage-backed securities, commercial mortgage-backed securities and other asset-backed securities issued on or after January 1, 2006, for which the Company provides trustee, certificate administrator, securities administration, paying agent or custodian services, as defined in the transaction agreements, excluding publicly-issued securities sponsored or issued by any government sponsored entity (the Platform), except for Servicing Criteria 1122(d)(4)(iv) 1122(d)(4)(xiv), which the Company has determined are not applicable to the activities it performs with respect to the Platform, as of and for the year ended December 31, 2019. With respect to Servicing Criteria 1122(d)(1)(ii), 1122(d)(1)(iii), 1122(d)(2)(iii) and 1122(d)(4)(iii), Management’s Assertion of Compliance indicates that there were no activities performed during the year ended December 31, 2019 with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities. The Company has determined the following Servicing Criteria to be applicable only to the activities the Company performs with respect to the Platform as described below:
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● |
Servicing Criterion 1122(d)(1)(iii) is applicable only with respect to the Company’s continuing obligation to act as, or locate a, successor servicer under the circumstances referred to in certain transaction agreements. It is management’s interpretation that the Company has no other active back-up servicing responsibilities in regards to Servicing Criterion 1122(d)(1)(iii) as of and for the year ended December 31, 2019. |
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Servicing Criterion 1122(d)(1)(v) is applicable only to the activities the Company performs related to the mathematically accurate aggregation of information received from servicers and the accurate conveyance of such information within reports to investors. |
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Servicing Criterion 1122(d)(4)(iii) is applicable to the activities the Company performs with respect to the Platform only as it relates to the Company’s obligation to report additions, removals or substitutions on reports to investors in accordance with the transaction agreements. |
Management is responsible for the Company’s compliance with the Servicing Criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the Servicing Criteria based on our examination.
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KPMG LLP is a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. |
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KPMG(Logo)
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 to obtain reasonable assurance and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the Servicing Criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the Servicing Criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. 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, 2019, is fairly stated, in all material respects.
/s/ KPMG LLP
Chicago, Illinois
February 28, 2020
2
Grant Thornton(logo)
| grant thornton llp | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | |
| 1201 Walnut Street Suite 2200 | ||
| Kansas City, MO 64106-2176 | ||
| D +1 816 412 2400 | ||
| F +1 816 412 2404 | ||
Board
of Directors and Management of
We have examined management’s assertion, included in the accompanying Certification Regarding Compliance with Applicable Servicing Criteria (“Management’s Assertion”), that Situs Holdings, LLC (the “Company” or “Situs”) a wholly-owned subsidiary of SitusAMC Holdings Corporation, complied with servicing criteria set forth in Items 1117. 1119, 1122(d)(3)(i) and 1122(d)(4)(vii) of the U.S. Securities and Exchange Commission’s Regulation AB for the Operating or Trust Advisor Services Platform (the “Platform) as of and for the year ended December 31, 2019. The platform consists of asset-backed transactions and securities for which the Company was named as the Operating/Trust Advisor as defined by management in Appendix B of Management’s report. Management is responsible for the Company’s compliance with the applicable servicing criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the applicable servicing criteria for the Platform 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, and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria for the Platform and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities constituting the Platform and evaluating whether the Company performed servicing activities related to those transactions and securities in compliance with the applicable servicing criteria for the period covered by this report. Accordingly, our testing may not have included servicing activities related to each asset-backed transaction or security constituting the Platform. Further, our examination was not designed to detect material noncompliance that may have occurred prior to the period covered by this report and that may have affected the Company’s servicing activities during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the applicable servicing criteria. | ||
| GT.COM | Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership. |
Grant Thornton(logo)
| In our opinion, management’s assertion that Situs Holdings, LLC complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2019 for the Platform is fairly stated, in all material respects. | ||
| /s/ Grant Thornton LLP | ||
| GRANT
THORNTON LLP Kansas City, Missouri February 20, 2020 |
PNC REAL ESTATE(logo) |
MIDLAND LOAN SERVICES |
ANNUAL STATEMENT
OF COMPLIANCE
of
PNC BANK, NATIONAL ASSOCIATION
d/b/a MIDLAND LOAN SERVICES
Pursuant to the requirements of the applicable Servicing Agreement for the transactions listed on Schedule I hereto, the undersigned, Timothy Steward, as Senior Vice President of Midland Loan Services, a division of PNC Bank, National Association, hereby certifies, subject to any limitations listed on Schedule I hereto, as of the date hereof, solely in his capacity as an officer and not in his individual capacity, as follows:
| 1. | A review of the Servicer’s activities during the calendar year 2019 (the “Reporting Period”) and of its performance under the Agreement has been made under the undersigned officer’s supervision; and | |
| 2. | To the best of the undersigned officer’s knowledge, based on such review, the Servicer has fulfilled all of its obligations under the Agreement in all material respects throughout the Reporting Period. |
Dated: February 21, 2020
| Midland Loan Services, a division of PNC Bank, National Association | |
| /s/ Timothy Steward | |
| Timothy Steward Senior Vice President |
Member of The PNC Financial Services Group
10851 Mastin Boulevard Overland Park, Kansas 66210
800-327-8083
www.pnc.com/midland
Schedule I
| GS Mortgage Securities Corp II | |||
| Recipient Role | Deal Name | Series Number | Midland Role |
| Depositor | GS Mortgage Securities Corporation II | Series 2010-C2 | Special Servicer |
| Depositor | GS Mortgage Securities Corporation II | Series 2013-GCJ16 | |
| Primary Servicer of the Miracle Mile loan under the COMM 2013-CCRE12 PSA. | |||
| Special Servicer of the Walpole Shopping Mall loan under the CGCMT 2013-GC15 PSA | |||
| Depositor | GS Mortgage Securities Corporation II | Series 2014-GC20 | |
| Special Servicer of the Newcastle Senior Housing Portfolio loan under the CGCMT 2014-GC19 PSA. | |||
| Depositor | GS Mortgage Securities Corporation II | Series 2014-GC22 | |
| Special Servicer of the Newcastle Senior Housing Portfolio loan under the CGCMT 2014-GC19 PSA. | |||
| Depositor | GS Mortgage Securities Corporation II | Series 2014-GC24 | Master Servicer |
| Depositor | GS Mortgage Securities Corporation II | Series 2014-GC26 | |
| Special Servicer of the Fenley Office Portfolio loan under the CGCMT 2014-GC25 PSA. | |||
| Depositor | GS Mortgage Securities Corporation II | Series 2015-GC30 | Master and Special Servicer |
| Master and Special Servicer of the Selig Office Portfolio and the 170 Broadway loans under the CGCMT 2015-GC29 PSA. | |||
| Master Servicer of the Courtyard by Marriott Portfolio loan under the COMM 2015-CCRE23 PSA | |||
| Depositor | GS Mortgage Securities Corporation II | Series 2015-GC32 | Master Servicer |
| Master and Special Servicer of the US Storage Mart Portfolio under the CGBAM 2015-SMRT TSA. | |||
| Master and Special Servicer of the Selig Office Portfolio loan under the CGCMT 2015-GC29 PSA. | |||
| Master and Special Servicer of the Dallas Market Center loan under the GSMS 2015-GC30 PSA. | |||
| Depositor | GS Mortgage Securities Corporation II | Series 2015-GS1 | Master Servicer |
| Depositor | GS Mortgage Securities Corporation II | Series 2016-GS2 | Master Servicer |
| Depositor | GS Mortgage Securities Corporation II | Series 2016-GS3 | Master Servicer |
| Master Servicer of The Falls loan under the MSC 2016-UBS12 PSA. | |||
| Master Servicer of the Residence Inn & Springhill Suites North Shore, the Panorama Corporate Center, and the Veritas Multifamily Pool 2 loans under the GSMS 2016-GS2 PSA | |||
| Depositor | GS Mortgage Securities Corporation II | Series 2016-GS4 | General Special Servicer |
| Master Servicer of the US Industrial Portfolio, 540 West Madison Avenue, Hamilton Place and Embassy Suites Portland Airport loans under the GSMS 2016-GS3 PSA. | |||
| Master Servicer of the Residence Inn & Springhill Suites North Shore loan under the GSMS 2016-GS2 PSA. | |||
| Depositor | GS Mortgage Securities Corporation II | Series 2017-GS5 | Master Servicer |
| Master Servicer of the 350 Park Avenue loan under the VNDO 2016-350P TSA. | |||
| Master Servicer of the US Industrial Portfolio under the GSMS 2016-GS3 PSA. | |||
| Master Servicer and Special Servicer of the Pentagon Center loan under the GSMS 2017-GS6 PSA. | |||
| Special Servicer of the Simon Premium Outlets loan under the GSMS 2016-GS4 PSA. | |||
| Depositor | GS Mortgage Securities Corporation II | Series 2017-GS6 | Master and Special Servicer |
| Master Servicer on the US Industrial Portfolio loan under the GSMS 2016-GS3 PSA. | |||
| Master Servicer on the Lafayette Centre, GSK R&D Centre, and the Ericsson North American HQ loans under the GSMS 2016-GS5 PSA. | |||
Schedule I
| GS Mortgage Securities Corp II | |||
| Recipient Role | Deal Name | Series Number | Midland Role |
| Depositor | GS Mortgage Securities Corporation II | Series 2017-GS7 | |
| Master and Special Servicer on the CH2M Global Headquarters and 1999 Avenue of the Stars loans under the GSMS 2017-GS6. | |||
| Master and Special Servicer of the Marriott Grand Cayman loan under the CCUBS 2017-C1 PSA. | |||
| Master Servicer on the Lafayette Centre loan under the GSMS 2017-GS5 PSA. | |||
| Depositor | GS Mortgage Securities Corporation II | Series 2017-GS8 | Special Servicer |
| Depositor | GS Mortgage Securities Corporation II | Series 2018-GS9 | |
| Special Servicer on the Bass Pro & Cabela's Portfolio loan under the GSMS 2017-GS8 PSA. | |||
| Depositor | GS Mortgage Securities Corporation II | Series 2019-GC38 | Special Servicer |
| Master Servicer on the 145 Clinton and 5444 & 5430 Westheimer loans under the Benchmark 2018-B8 PSA and on the Albertsons Industrial - PA under the 2019-GC39 PSA | |||
| Depositor | GS Mortgage Securities Trust 2019-GC39 | Series 2019-GC39 | Master Servicer |
| Master and Special Servicer of the 101 California Street loan under the CALI 2019-101C TSA and the 57 East 11th Street loan under the 2019-GC40 PSA | |||
| Special Servicer on the 365 Bond under the GSM 2019-GC38 PSA. | |||
| Depositor | GS Mortgage Securities Corporation Trust 2019-GC40 | Series 2019-GC40 | Master Servicer and Special Servicer |
| Primary Servicer on the Newport Corporate Center loan under the Bank 2019-BNK18 Primary SA. | |||
| Master and Special Servicer on the 101 California Stree loan under the CALI 2019-101C TSA. | |||
| Master Servicer on the Western Digital R&D Campus loan and the Green Hills Corporate Center loan under the BMARK 2019-B11 PSA, and the loans under the GSMS 2019-GC39 PSA (Moffett Towers II Building V, 59 Maiden Lane, and Waterford Lakes Town Center) | |||
| Depositor | GS Mortgage Securities Trust 2019-GC42 | Series 2019-GC42 | Master and Special Servicer |
| Master and Special Servicer on the Diamondback Industrial Portfolio 1 loan under the GSMS 2019-GC40 PSA and the Pharr Town Center loan under the CD 2019-CD8 PSA. | |||
| Master Servicer on the Woodlands Mall loan under the BMARK 2019-B12 PSA, the Grand Canal Shoppes loan under the MSC 2019-H7 PSA, and the following loans of which all are under the CGCMT 2019-GC41 PSA (USAA Office Portfolio, US Industrial Portfolio V, Powered Shell Portfolio – Manassas, Powered Shell Portfolio – Ashburn, Millennium Park Plaza) | |||
| Depositor | GS Mortgage Securities Trust 2019-GSA1 | Series 2019-GSA1 | Master Servicer |
| Master Servicer on the SoCal Retail Portfolio loan and the Grand Canal Shoppes loan, both under the MSC 2019-H7 PSA and the Millennium Park Plaza loan and the USAA Office Portfolio loan, both under the CGCMT 2019-GC41 PSA. | |||
| Master and Special Servicer on the New Jersey Center of Excellence loan and the 19100 Ridgewood loan, both under the GSMS 2019-GC42 PSA. | |||
US Bank(Logo)
| Global Corporate Trust | |
| 190 S. LaSalle Street, 7th Floor | |
| MK-IL-SL7C | |
| Chicago, IL 60603 | |
| usbank.com |
Annual Statement of Compliance
GS Mortgage Securities Trust 2015-GC30
VIA EMAIL
To Addresses on Exhibit A:
| Re: | GS Mortgage Securities Trust 2015-GC30, Commercial Mortgage Pass-Through Certificates, Series 2015-GC30 (the "Trust"), issued pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2015 (the "Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank National Association, as Certificate Administrator and Trustee, Trimont Real Estate Advisors, Inc., as Operating Advisor, and Midland Loan Services, A Division of PNC Bank, National Association, as Master Servicer and Special Servicer |
I, Kimberly O. Jacobs, a Senior Vice President of U.S. Bank National Association, as Certificate Administrator, hereby certify that:
(1) A review of the activities of the Certificate Administrator during the preceding calendar year (the “Reporting Period”) and of the performance of the Certificate Administrator under the Agreement has been made under my supervision; and
(2) To the best of my knowledge, based on such review, the Certificate Administrator has fulfilled all its obligations under the Agreement in all material respects throughout such Reporting Period.
Capitalized terms used but not defined herein have the meanings set forth in the Agreement.
Date: February 23, 2020
U.S. Bank National Association, as Certificate Administrator
By: |
/s/ Kimberly O. Jacobs |
|
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Kimberly O. Jacobs |
|
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Senior Vice President |
|
Page 1 of 2 |
GS Mortgage Securities Trust 2015-GC30 |
|
Annual Statement of Compliance |
US Bank(Logo)
Exhibit A
GS Mortgage Securities Corporation II
200 West Street
New York, New York 10282-2198
Attention: GSMS 2015-GC30
leah.nivison@gs.com
Citibank, N.A.
388 Greenwich Street, 14th Floor
New York, New York 10013
Attention: Citibank Agency & Trust – CGCMT 2015-GC31
john.hannon@citi.com
Page 2 of 2 |
GS Mortgage Securities Trust 2015-GC30 |
|
Annual Statement of Compliance |
| Newmark | |
| Knight Frank(Logo) | |
| 225 Franklin Street 18th Floor |
|
| Boston, MA 02110 | |
| T 877.526.3562 | |
| ngkf.com |
Officer’s Certificate
Pursuant to the requirements of the applicable Servicing Agreement for the transactions listed on Schedule I hereto, for which Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Berkeley Point Capital LLC d/b/a Newmark Knight Frank, as Primary Servicer, the undersigned, Ronald Steffenino, a Senior Managing Director of Berkeley Point Capital LLC d/b/a Newmark Knight Frank, hereby certifies subject to any limitations listed on Schedule I hereto, as of the date hereof, solely in his capacity as an officer and not in his individual capacity, as follows:
| 1. | A review of the activities of the Primary Servicer during the preceding calendar year (the “Reporting Period”) and of its performance under the Agreement has been made under my supervision; and |
| 2. | To the best of my knowledge, based on such review, the Primary Servicer has fulfilled all of its obligations under the Agreement in all material respects throughout the Reporting Period. |
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the 31st day of January, 2020.
Berkeley Point Capital LLC d/b/a
Newmark Knight Frank
| /s/ Ronald Steffenino |
Ronald Steffenino
Senior Managing Director,
Servicing and Asset Management
BPC d/b/a NKF Primary Servicer for Midland
| Newmark | |
| Knight Frank(Logo) |
Schedule I
Commercial Mortgage Pass-Through Certificates; Berkeley Point Capital LLC d/b/a Newmark Knight Frank as Primary Servicer:
| COMM 2014-CCRE 17 | COMM 2014-CCRE19 |
| GSMS 2014-GC24 | COMM 2014-UBS4 |
| COMM 2015-CCRE23 | COMM 2015 CCRE27 |
| GSMS 2015-GC30 | COMM 2015-LC19 |
| COMM 2015-LC21 | CFCMT 2016-C3 |
| CGCMT 2016-C3 | CFCRE 2016-C7 |
| CCRESG 2016 HEAT | CCUBS 2017-C1 |
| CGCMT 2017-C4 | UBS 2017-C5 |
| BMARK 2018 B3 | MSCI 2018 L1 |
| UBS 2018 C12 | UBS 2018 C14 |
| UBS 2018 C8 | UBS 2018 C9 |
| MSCI 2018 H4 | MSCI 2019 L2 |
BPC d/b/a NKF Primary Servicer for Midland