UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
or
o 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: 333-207677-03
Central Index Key Number of the issuing entity: 0001687955
GS Mortgage Securities Trust 2016-GS4
(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)
|
New York the issuing entity) |
38-4014767 38-4014783 38-4014765 38-4014766 38-7170484 (I.R.S. Employer Identification Numbers) |
c/o Wells Fargo Bank, National Association
as Certificate Administrator
9062 Old Annapolis Road
Columbia, MD
(Address of principal executive offices of the issuing entity)
21045
(Zip Code)
Registrant’s telephone number, including area code:
(212) 902-1000
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o 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. o 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 o 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 o Accelerated filer o
Non-accelerated filer ⌧ (Do not check if a smaller reporting company) Smaller reporting company o
Emerging growth company o
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o 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. o Yes o 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.
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.
The sole purpose of this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the Securities and Exchange Commission on March 25, 2019 (the “Original Form 10-K”) is to replace the report on assessment of compliance and the accountants’ attestation report of Rialto Capital Advisors, LLC filed as exhibits to the Original Form 10-K under Exhibit 33 and Exhibit 34, respectively, with the corresponding exhibits attached hereto. Except as described above, no other changes are being made to the Original Form 10-K.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-K/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto.
PART IV
Item 15. Exhibits, Financial Statement Schedules
31 Rule 13a-14(d)/15d-14(d) Certifications.
33 Reports on assessment of compliance with servicing criteria for asset-backed securities.
33.46 Rialto Capital Advisors, LLC, as Special Servicer of the U.S. Industrial Portfolio Mortgage Loan
34 Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
34.46 Rialto Capital Advisors, LLC, as Special Servicer of
the U.S. Industrial Portfolio Mortgage Loan
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
Leah Nivison, Chief Executive Officer
(senior officer in charge of securitization of the depositor)
Date: October 28, 2019
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 2016-GS4 (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:
Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Special Servicer for the AMA Plaza Mortgage Loan, AEGON USA Realty Advisors, LLC, as Special Servicer for the 225 Bush Street Mortgage Loan, Wilmington Trust, National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Custodian, Park Bridge Lender Services LLC, as Operating Advisor, CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant, National Tax Search, LLC, as Servicing Function Participant, Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer for the Residence Inn and SpringHill Suites North Shore Mortgage Loan, Torchlight Loan Services, LLC, as Special Servicer for the Residence Inn and SpringHill Suites North Shore Mortgage Loan, Wells Fargo Bank, National Association, as Trustee and Certificate Administrator for the Residence Inn and SpringHill Suites North Shore Mortgage Loan, Wells Fargo Bank, National Association, as Custodian for the Residence Inn and SpringHill Suites North Shore Mortgage Loan, Pentalpha Surveillance LLC, as Operating Advisor for the Residence Inn and SpringHill Suites North Shore Mortgage Loan, Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer for the 540 West Madison Mortgage Loan, Trimont Real Estate Advisors, LLC, as Special Servicer for the 540 West Madison Mortgage Loan, Wells Fargo Bank, National Association, as Trustee and Certificate Administrator for the 540 West Madison Mortgage Loan, Wells Fargo Bank, National Association, as Custodian for the 540 West Madison Mortgage Loan, Pentalpha Surveillance LLC, as Operating Advisor for the 540 West Madison Mortgage Loan, Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer for the U.S. Industrial Portfolio Mortgage Loan, Rialto Capital Advisors, LLC, as Special Servicer for the U.S. Industrial Portfolio Mortgage Loan, Wells Fargo Bank, National Association, as Trustee and Certificate Administrator for the U.S. Industrial Portfolio Mortgage Loan, Wells Fargo Bank, National Association, as Custodian for the U.S. Industrial Portfolio Mortgage Loan, Pentalpha Surveillance LLC, as Operating Advisor for the U.S. Industrial Portfolio Mortgage Loan, Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer for the Hamilton Place Mortgage Loan, Rialto Capital Advisors, LLC, as Special Servicer for the Hamilton Place Mortgage Loan, Wells Fargo Bank, National Association, as Trustee and Certificate Administrator for the Hamilton Place Mortgage Loan, Wells Fargo Bank, National Association, as Custodian for the Hamilton Place Mortgage Loan, Pentalpha Surveillance LLC, as Operating Advisor for the Hamilton Place Mortgage Loan, Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer for the Embassy Suites Portland Airport Mortgage Loan, Rialto Capital Advisors, LLC, as Special Servicer for the Embassy Suites Portland Airport Mortgage Loan, Wells Fargo Bank, National Association, as Trustee and Certificate Administrator for the Embassy Suites Portland Airport Mortgage Loan, Wells Fargo Bank, National Association, as Custodian for the Embassy Suites Portland Airport Mortgage Loan, and Pentalpha Surveillance LLC, as Operating Advisor for the Embassy Suites Portland Airport Mortgage Loan.
Dated: October 28, 2019
/s/ Leah Nivison
Chief Executive Officer
(senior officer in charge of securitization of the depositor)
Management’s Assertion on Compliance with Applicable
Regulation AB Servicing Criteria
1. Rialto Capital Advisors, LLC. (the “Asserting Party”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 2018 (the “Reporting Period”), as set forth in Appendix A hereto. The transactions covered by this report, include commercial mortgage-asset-backed securities transactions, as listed on Exhibit 1 hereto, for which the Asserting Party served as special servicer, and that were registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933 (the “Platform”);
2. The Asserting Party has engaged certain vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”), to perform specific, limited or scripted activities, and the Asserting Party elects to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth in Appendix A hereto;
3. Except as set forth in paragraph 4 below, the Asserting Party used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable servicing criteria;
4. The criteria listed in the column titled “Inapplicable Servicing Criteria” on Appendix A hereto are inapplicable to the Asserting Party based on the activities it performs, directly or through its Vendors, with respect to the Platform;
5. The Asserting Party has complied, in all material respects, with the applicable servicing criteria as of December 31, 2018 and for the Reporting Period with respect to the Platform taken as a whole;
6. The Asserting Party has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December 31, 2018 and for the Reporting Period with respect to the Platform taken as a whole;
7. The Asserting Party has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria as of December 31, 2018 and for the Reporting Period with respect to the Platform taken as a whole; and
8. Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report on the Asserting Party’s assessment of compliance with the applicable servicing criteria for the Reporting Period.
October 18, 2019
Name: Adam Singer
Title: Managing Director
Signature: /s/ Adam Singer
Exhibit 1
|
Pooling and Servicing Agreements |
Reporting Period |
|
WFRBS 2012-C8 |
January 1, 2018 to December 31, 2018 |
|
WFCM 2012-LC5 |
January 1, 2018 to December 31, 2018 |
|
UBS-Barclays 2012-C3 |
January 1, 2018 to December 31, 2018 |
|
UBS-Barclays 2012-C4 |
January 1, 2018 to December 31, 2018 |
|
GSMS 2012-GCJ9 |
January 1, 2018 to December 31, 2018 |
|
JPMCC 2012-LC9 |
January 1, 2018 to December 31, 2018 |
|
COMM 2013-LC6 |
January 1, 2018 to December 31, 2018 |
|
WFRBS 2013-C12 |
January 1, 2018 to December 31, 2018 |
|
UBS-Barclays 2013-C6 |
January 1, 2018 to December 31, 2018 |
|
GSMS 2013-GCJ12 |
January 1, 2018 to December 31, 2018 |
|
WFRBS 2013-C14 |
January 1, 2018 to December 31, 2018 |
|
WFRBS 2011-C5 |
January 1, 2018 to December 31, 2018 |
|
WFCM 2013-LC12 |
January 1, 2018 to December 31, 2018 |
|
WFRBS 2011-C2 |
January 1, 2018 to December 31, 2018 |
|
WFRBS 2011-C3 |
January 1, 2018 to December 31, 2018 |
|
WFRBS 2011-C4 |
January 1, 2018 to December 31, 2018 |
|
UBS-Citigroup 2011-C1 |
January 1, 2018 to December 31, 2018 |
|
UBS 2012-C1 |
January 1, 2018 to December 31, 2018 |
|
WFRBS 2012-C6 |
January 1, 2018 to December 31, 2018 |
|
GSMS 2011-GC3 |
January 1, 2018 to December 31, 2018 |
|
COMM 2013-LC13 |
January 1, 2018 to December 31, 2018 |
|
WFRBS 2013-C16 |
January 1, 2018 to December 31, 2018 |
|
GSMS 2013-GCJ16 |
January 1, 2018 to December 31, 2018 |
|
WFRBS 2013-C17 |
January 1, 2018 to December 31, 2018 |
|
GSMS 2012-GC6 |
January 1, 2018 to December 31, 2018 |
|
MSBAM 2013-C13 |
January 1, 2018 to December 31, 2018 |
|
COMM 2014-CCRE14 |
January 1, 2018 to December 31, 2018 |
|
MSBAM 2014-C14 |
January 1, 2018 to December 31, 2018 |
|
WFRBS 2014-LC14 |
January 1, 2018 to December 31, 2018 |
|
COMM 2014-LC15 |
January 1, 2018 to December 31, 2018 |
|
WFRBS 2014-C20 |
January 1, 2018 to December 31, 2018 |
|
COMM 2014-CCRE18 |
January 1, 2018 to December 31, 2018 |
|
CGCMT 2014-GC23 |
January 1, 2018 to December 31, 2018 |
|
MSBAM 2014-C17 |
January 1, 2018 to December 31, 2018 |
|
COMM 2014-UBS5 |
January 1, 2018 to December 31, 2018 |
|
MSBAM 2014-C18 |
January 1, 2018 to December 31, 2018 |
|
COMM 2012-CCRE4 |
January 1, 2018 to December 31, 2018 |
|
COMM 2012-LC4 |
January 1, 2018 to May 31, 2018 |
|
WFRBS 2014-C24 |
January 1, 2018 to December 31, 2018 |
|
JPMBB 2014-C25 |
January 1, 2018 to December 31, 2018 |
|
LCCM 2014-909 |
January 1, 2018 to December 31, 2018 |
|
WFCM 2014-LC18 |
January 1, 2018 to December 31, 2018 |
|
COMM 2015-DC1 |
January 1, 2018 to December 31, 2018 |
|
GSMS 2015-GC28 |
January 1, 2018 to December 31, 2018 |
|
WFCM 2015-C27 |
January 1, 2018 to December 31, 2018 |
|
WFCM 2015-LC20 |
January 1, 2018 to December 31, 2018 |
|
WFCM 2015-NXS1 |
January 1, 2018 to December 31, 2018 |
|
CSAIL 2015-C2 |
January 1, 2018 to December 31, 2018 |
|
WFCM 2015-NXS2 |
January 1, 2018 to December 31, 2018 |
|
COMM 2015-PC1 |
January 1, 2018 to December 31, 2018 |
|
CSAIL 2015-C3 |
January 1, 2018 to December 31, 2018 |
|
WFCM 2015-SG1 |
January 1, 2018 to December 31, 2018 |
|
WFCM 2015-LC22 |
January 1, 2018 to December 31, 2018 |
|
COMM 2015-CCRE27 |
January 1, 2018 to December 31, 2018 |
|
WFCM 2015-NXS4 |
January 1, 2018 to December 31, 2018 |
|
MSCI 2015-UBS8 |
January 1, 2018 to December 31, 2018 |
|
CSAIL 2016-C5 |
January 1, 2018 to December 31, 2018 |
|
WFCM 2016-C32 |
January 1, 2018 to December 31, 2018 |
|
WFCM 2016-NXS5 |
January 1, 2018 to December 31, 2018 |
|
CGCMT 2015-GC27 (Special Servicer solely for the Boca Hamptons Plaza Portfolio Loan prior to July 5, 2018 and named Special Servicer under the applicable Pooling and Servicing Agreement from and after July 5, 2018 through December 31, 2018) |
January 1, 2018 to December 31, 2018 |
|
WFCM 2016-C33 |
January 1, 2018 to December 31, 2018 |
|
MSBAM 2016-C29 |
January 1, 2018 to December 31, 2018 |
|
CFCRE 2016-C4 |
January 1, 2018 to December 31, 2018 |
|
GSMS 2016-GS2 (Special Servicer solely for the Veritas Multifamily Pool 2 only) |
January 1, 2018 to December 31, 2018 |
|
BACM 2016-UBS10 |
January 1, 2018 to December 31, 2018 |
|
SGCMS 2016-C5 |
January 1, 2018 to December 31, 2018 |
|
WFCM 2016-BNK1 |
January 1, 2018 to December 31, 2018 |
|
CD 2016-CD1 |
January 1, 2018 to December 31, 2018 |
|
GSMS 2016-GS3 |
January 1, 2018 to December 31, 2018 |
|
MSBAM 2016-C31 |
January 1, 2018 to December 31, 2018 |
|
CGCMT 2016-C3 |
January 1, 2018 to December 31, 2018 |
|
CFCRE 2016-C6 |
January 1, 2018 to December 31, 2018 |
|
CSAIL 2016-C7 |
January 1, 2018 to December 31, 2018 |
|
MSCI 2016-UBS12 |
January 1, 2018 to December 31, 2018 |
|
BBCMS 2017-C1 |
January 1, 2018 to December 31, 2018 |
|
GSMS 2017-GS5 |
January 1, 2018 to December 31, 2018 |
|
CGCMT 2017-P7 |
January 1, 2018 to December 31, 2018 |
|
BANK 2017-BNK4 |
January 1, 2018 to December 31, 2018 |
|
CD 2017-CD4 |
January 1, 2018 to December 31, 2018 |
|
CFCRE 2017-C8 |
January 1, 2018 to December 31, 2018 |
|
JPMCC 2017-JP6 |
January 1, 2018 to December 31, 2018 |
|
CD 2017-CD5 |
January 1, 2018 to December 31, 2018 |
|
GSMS 2017-GS7 |
January 1, 2018 to December 31, 2018 |
|
BANK 2017-BNK7 |
January 1, 2018 to December 31, 2018 |
|
CSAIL 2017-CX9 |
January 1, 2018 to December 31, 2018 |
|
UBS 2017-C4 |
January 1, 2018 to December 31, 2018 |
|
UBS 2017-C6 |
January 1, 2018 to December 31, 2018 |
|
BANK 2017-BNK9 |
January 1, 2018 to December 31, 2018 |
|
GSMS 2018-GS9 |
March 29, 2018 to December 31, 2018 |
|
UBS 2018-C9 |
March 29, 2018 to December 31, 2018 |
|
MSCI 2012-C5 |
April 13, 2018 to December 31, 2018 |
|
WFCM 2018-C44 |
May 17, 2018 to December 31, 2018 |
|
UBS 2018-C10 |
May 31, 2018 to December 31, 2018 |
|
WFCM 2015-C30 |
July 5, 2018 to December 31, 2018 |
|
JPMBB 2014-C23 |
July 5, 2018 to December 31, 2018 |
|
MSBAM 2014-C19 |
July 5, 2018 to December 31, 2018 |
|
COMM 2015-LC21 |
July 5, 2018 to December 31, 2018 |
|
MSBAM 2015-C20 |
July 5, 2018 to December 31, 2018 |
|
JPMBB 2015-C31 |
July 5, 2018 to December 31, 2018 |
|
GSMS 2018-GS10 |
July 30,2018 to December 31, 2018 |
|
CD 2018-CD7 |
August 24, 2018 to December 31, 2018 |
|
GSMS 2018-3PCK |
September 27, 2018 to December 31, 2018 |
|
BANK 2018-BNK14 |
September 27, 2018 to December 31, 2018 |
|
DBGS 2018-C1 |
October 30, 2018 to December 31, 2018 |
|
CSAIL 2018-C14 |
November 29, 2018 to December 31, 2018 |
|
UBS 2018-C14 |
December 12, 2018 to December 31, 2018 |
APPENDIX A
|
Servicing Criteria |
|
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|||
|
Reference |
Criteria |
Performed by Servicer |
Inapplicable |
|
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General Servicing Considerations |
|
|
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1122(d)(1)(i) |
Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. |
X |
|
|
|
|
1122(d)(1)(ii) |
If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities. |
X1 |
|
|
|
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1122(d)(1)(iii) |
Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained. |
|
X |
|
|
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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
|
|
|
|
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1122(d)(i)(v) |
Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information. |
X
|
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|
|
|
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Cash Collection and Administration |
|
|
|
|
|
1122(d)(2)(i) |
Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. |
X |
|
||
|
1122(d)(2)(ii) |
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. |
|
X3 |
|
|
|
1122(d)(2)(iii) |
Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. |
|
X3 |
|
|
|
1122(d)(2)(iv) |
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. |
X |
|
|
|
|
1122(d)(2)(v) |
Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. |
X |
|
|
|
|
1122(d)(2)(vi) |
Unissued checks are safeguarded so as to prevent unauthorized access. |
X |
|
|
|
|
1122(d)(2)(vii) |
Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. |
X |
|
|
|
|
|
Investor Remittances and Reporting |
|
|
|
|
|
1122(d)(3)(i) |
Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer. |
X4 |
|
|
|
|
1122(d)(3)(ii) |
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. |
|
X |
|
|
|
1122(d)(3)(iii) |
Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements. |
|
X |
|
|
|
1122(d)(3)(iv) |
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. |
|
X |
|
|
|
|
Pool Asset Administration |
|
|
|
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|
1122(d)(4)(i) |
Collateral or security on pool assets is maintained as required by the transaction agreements or related mortgage loan documents. |
X |
|
||
|
1122(d)(4)(ii) |
pool asset and related documents are safeguarded as required by the transaction agreements |
X |
|
|
|
|
1122(d)(4)(iii) |
Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. |
X |
|
|
|
|
1122(d)(4)(iv) |
Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents. |
|
X2 |
|
|
|
1122(d)(4)(v) |
The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance. |
|
X |
|
|
|
1122(d)(4)(vi) |
Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. |
X |
|
|
|
|
1122(d)(4)(vii) |
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. |
X |
|
|
|
|
1122(d)(4)(viii) |
Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). |
X |
|
|
|
|
1122(d)(4)(ix) |
Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. |
|
X |
|
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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. |
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X |
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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. |
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X |
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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. |
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X |
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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. |
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X |
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1122(d)(4)(xiv) |
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. |
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X
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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. |
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X |
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X1- Rialto Capital Advisors, LLC performs the activities pertaining to this criterion, except for specific, limited activities performed by its third-party property managers relating to REO Property, if any. Rialto has elected to take responsibility for assessing compliance with these servicing criteria with respect to the activities of its third-party property managers.
X2-Primary responsibility for processing borrower payments rests with the Master Servicer, however, Rialto Capital Advisors, LLC may from time to time receive payments on an exception basis which are forwarded to the Master Servicer in accordance with such criteria. The criteria is marked inapplicable as Rialto Capital Advisors, LLC had no instances or activity relating to this criteria for the calendar year of January 1, 2018 to December 31, 2018
X3-Rialto Capital Advisors, LLC performs the activities under the criteria, however the related criteria are marked inapplicable as Rialto did not have instances/activity during the calendar year of January 1, 2018 and ending on December 31, 2018 relating to the criteria.
X4-Only items (A) and (B) of the Servicing Criteria are applicable to Rialto Capital Advisors, LLC as special servicer. Items (C) and (D) are inapplicable as the responsibility for filing reports with the Commission and agreeing totals to the Servicer records rests with the Trustee and/or Certificate Administrator, as applicable.
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(logo) Deloitte. |
Deloitte & Touche LLP Certified Public Accountants 333 Southeast 2nd Avenue Suite 3600 Miami, FL 33131 USA
Tel: +1 305 372 3100 Fax: +1 305 372 3160 www.deloitte.com |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Rialto Capital Advisors, LLC:
We have examined management of Rialto Capital Advisors, LLC’s assertion, included in the accompanying Management’s Assertion on Compliance with Applicable Regulation AB Servicing Criteria, that Rialto Capital Advisors, LLC, (the “Company”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the Commercial Mortgage Loan Platform (the “Platform”), excluding criteria in Items 1122 (d)(1)(iii), (d)(2)(ii), (d)(2)(iii), (d)(3)(i.C), (d)(3)(i.D), (d)(3)(ii), (d)(3)(iii), (d)(3)(iv), (d)(4)(iv), (d)(4)(v), (d)(4)(ix), (d)(4)(x), (d)(4)(xi), (d)(4)(xii), (d)(4)(xiii), (d)(4)(xiv), and (d)(4)(xv) (the “servicing criteria”), as of and for the year ended December 31, 2018, which management has determined are not applicable to the activities performed by the Company with respect to the Platform. Exhibit 1 to management’s assertion identifies the individual asset-backed transactions defined by management as constituting the Platform. Management is responsible for the Company’s compliance with the servicing criteria and its assertion. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the servicing criteria based on our examination.
Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether management’s assertion about compliance with the servicing criteria is fairly stated, in all material respects, and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the servicing criteria, including tests on a sample basis of the servicing activities related to the Platform, determining whether the Company performed those selected activities in compliance with the servicing criteria during the specified period, and performing such other procedures as we considered necessary in the circumstances. Our procedures were limited to selected servicing activities performed by the Company during the period covered by this report and, accordingly, such samples may not have included servicing activities related to each asset-backed transaction included in the Platform. Further, an examination is not designed to detect noncompliance arising from errors that may have occurred prior to the period specified above that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that the evidence we obtained in our examination is sufficient and appropriate to provide a reasonable basis for our opinion.
As described in management’s assertion, for servicing criteria Item 1122(d)(1)(ii), the Company has engaged a vendor to perform certain activities required by this servicing criteria. The Company has determined that this vendor is not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicing criteria applicable to this vendor as permitted by the SEC’s Compliance and Disclosure Interpretation 200.06, Vendors Engaged by Servicers (“C&DI 200.06”). As permitted by C&DI 200.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendor’s activities comply in all material respects with the servicing criteria applicable to this vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply C&DI 200.06 for the vendor and related criteria as described in its assertion, and we performed no procedures with respect to the Company’s determination of its eligibility to apply C&DI 200.06.
Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.
In our opinion, management’s assertion that the Company complied with the aforementioned servicing criteria as of and for the year ended December 31, 2018, for the commercial mortgage loan platform, is fairly stated, in all material respects.
/s/ Deloitte & Touche LLP
Miami, Florida
October 18, 2019