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REALESTATE

 

MIDLAND

LOAN

SERVICES

 

 

**Management’s Report on Assessment of Compliance**

**with SEC Regulation AB Servicing Criteria**

 

Midland Loan Services, a divisionof PNC Bank, National Association (“Midland” or the “Company”), is responsiblefor compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB of the Securities and Exchange Commission (“RegulationAB”), as set forth in Appendix A.

 

Midland has assessed itscompliance with the applicable servicing criteria as of and for the year endedDecember 31, 2018 (the “Reporting Period”). In making this assessment, Midlandused the criteria set forth by the Securities and Exchange Commission (“SEC”)in Item 1122(d) of Regulation AB. This report covers all transactions servicedon the Enterprise! Loan Management System (the “Platform”) during the ReportingPeriod.

 

Midland engaged certainvendors, which are not servicers as defined in item 1101(j) of Regulation AB(the “Vendors”), to perform specific and limited or scripted activities relatedto portions of the servicing criteria as set forth in Appendix A. Midlandelects to take responsibility for assessing compliance with the servicingcriteria or portion of the servicing criteria applicable to such Vendors’activities as set forth in Appendix A. Midland has not identified and is notaware of any material instances of noncompliance by the Vendors with theapplicable servicing criteria as of December 31, 2018 and for the ReportingPeriod with respect to the Platform taken as a whole, nor has it identified anymaterial deficiencies in its policies and procedures to monitor the complianceby the Vendors with the applicable servicing criteria as of December 31, 2018and 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, 2018, Midlandhas complied in all material respects with the applicable servicing criteriaset forth in Item 1122(d) of Regulation AB, except as described in Appendix Bhereto.

 

PricewaterhouseCoopers LLP, anindependent registered public accounting firm, has issued an attestation reporton Midland’s compliance with the applicable servicing criteria as of and forthe year ended December 31, 2018 for all transactions serviced on theEnterprise! Loan Management System.

 

Appendix C entitledManagement’s Remediation Plan for the Material Instance of Noncompliance withRegulation AB Criteria is presented by Midland for information purposes and isnot 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 19, 2019

 

 

**Member of The PNC FinancialServices Group**

10851 Mastin Boulevard •Overland Park, Kansas • 66210

800-327-8083

www.pnc.com/midland

 

 

**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 |   |
| 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 |
|  **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 |   |
|  **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 criteria1122(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 beinapplicable to the activities Midland performs with respect to the Platform.

 

 

**Appendix B**

 

The Company has identified an instanceof material noncompliance with the following servicing criterion during theReporting Period of the Platform:

 

*1122(d)(3)(i): Reports toinvestors, including those to be filed with the Commission, are maintained inaccordance with the transaction agreements and applicable Commissionrequirements. Specifically, such reports (A) are prepared in accordance withtimeframes and other terms set forth in the transaction agreements.*

 

Certain instances wereidentified where the Schedule AL Files (Item 1125 of Regulation AB) were notappropriately reported in accordance with the terms specified in thetransaction agreements.

 

 

**Appendix C - Management’s Remediation Plan for theMaterial**

**Instance of Noncompliance with Regulation AB Criteria**

 

PricewaterhouseCoopers LLP’sattestation report does not cover Management’s Remediation Plan for theMaterial Instance of Noncompliance with Regulation AB Criteria.

 

The report on assessment forMidland Loan Services, a division of PNC Bank, National Association (“Midland”)identified a material instance of noncompliance related to Regulation ABservicing criterion 1122(d)(3)(i)(A) - “Reports to investors, including thoseto be filed with the Commission, are maintained in accordance with thetransaction agreements and applicable Commission requirements. Specifically,such reports: (A) Are prepared in accordance with timeframes and other termsset forth in the transaction agreements;” which is applicable to alltransactions serviced on the Enterprise! Loan Management System (the“Platform”) during the year ended December 31, 2018.

 

For publicly-filed CMBStransactions on and after November 23, 2016 (the effective date of the mostrecent amendment to Regulation AB), Midland as Master Servicer became responsiblefor Schedule AL reporting (which refers to Asset Level). Midland is currentlyremediating the Schedule AL reporting for the CMBS transactions found to beincorrect, and will be making improvements to its systems, processes andprocedures to support its Schedule AL reporting obligations.