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KPMG LLP

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**Report of Independent Registered Public Accounting Firm**

 

 

The Board of Directors

The Corporate Trust Services division of Wells Fargo Bank,National Association:

 

 

We have examined management’s assessment, included in theaccompanying Assessment of Compliance with the Applicable Servicing Criteria,that the Corporate Trust Services division of Wells Fargo Bank, NationalAssociation (the “Company”) complied with the servicing criteria set forth inItem 1122(d) of the Securities and Exchange Commission’s Regulation AB forcommercial mortgage-backed securities (“CMBS”) transactions backed by pools ofcommercial mortgage loans and/or backed by CMBS for which the Company providestrustee, securities administration and/or paying agent services and where someor all of the offered securities for such CMBS transactions were either (a)publicly issued pursuant to a registration statement delivered under the SecuritiesAct of 1933, as amended, or (b) privately issued pursuant to an exemption fromregistration where the Company has an obligation under the transactionagreements to deliver an assessment of compliance with the applicable servicingcriteria under Item 1122(d) of Regulation AB; provided however that, theplatform excludes any transactions (i) where the offered securities wereissued, sponsored or guaranteed by any agency or instrumentality of the U.S.government or any government-sponsored entity, and (ii) where the offeredsecurities were issued pursuant to a transaction that closed prior to January1, 2006 and for which the Company outsources all material servicing activities(as defined by Regulation AB) (the “CMBS Platform”) as of and for the twelve monthsended December 31, 2016.  Management has determined that all the servicingcriteria set forth in Item 1122(d) are applicable to the Company’s obligationsin the related transaction agreements with respect to the CMBS Platform as ofand for the twelve months ended December 31, 2016, except for the followingservicing criteria:  1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v),1122(d)(4)(vi), 1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(ix),1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and1122(d)(4)(xiv), which management has determined are not applicable to theCompany’s obligations in the related transaction agreements with respect to theCMBS Platform as of and for the twelve months ended December 31, 2016; providedhowever that, with respect to the CMBS Platform (a) servicing criterion1122(d)(1)(v) is applicable only to the Company’s obligations related to theaggregation of information received and the conveyance of such information, ineach case, as required by the transaction agreements and (b) servicingcriterion 1122(d)(4)(iii) is applicable only to the Company’s obligationsrelated to the process of making or effecting an addition, removal orsubstitution to the asset pool in accordance with the transaction agreements(the “Applicable Servicing Criteria”).  With respect to applicableservicing criteria 1122(d)(2)(iii) and 1122(d)(4)(iii), management hasdetermined that there were no activities performed during the twelve monthsended December 31, 2016 with respect to the CMBS Platform, because there wereno occurrences of events that would require the Company to perform suchactivities. Appendix A to the Assessment of Compliance with the ApplicableServicing Criteria identifies the individual transactions defined by managementas constituting the CMBS Platform. Management is responsible for the Company’scompliance with the servicing criteria. Our responsibility is to express anopinion on management’s assessment about the Company’s compliance based on ourexamination.

 

Our examination was conducted in accordance with thestandards of the Public Company Accounting Oversight Board (United States) andin accordance with attestation standards established by the American Instituteof Certified Public Accountants and, accordingly, included examining, on a testbasis, evidence about the Company’s compliance with the servicing criteriaspecified above and performing such other procedures as we considered necessaryin the circumstances. Our examination included testing selected asset backedtransactions and securities that comprise the CMBS Platform, testing selectedservicing activities related to the CMBS Platform, and determining whether theCompany processed those selected transactions and performed those selectedactivities in compliance with the servicing criteria. Furthermore, ourprocedures were limited to the selected transactions and servicing activitiesperformed by the Company during the period covered by this report. Ourprocedures were not designed to determine whether errors may have occurredeither prior to or subsequent to our tests that may have affected the balancesor amounts calculated or reported by the Company during the period covered bythis report for the selected transactions or any other transactions.  Webelieve that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’scompliance with the servicing criteria.

 

As described in the accompanying Assessment of Compliancewith the Applicable Servicing Criteria, for servicing criterion 1122(d)(4)(i),the Company has engaged a vendor to perform the activities required by thisservicing criterion. The Company has determined that this vendor is notconsidered a “servicer” as defined in Item 1101(j) of Regulation AB, and theCompany has elected to take responsibility for assessing compliance with theservicing criterion applicable to this vendor as permitted by the SEC’sCompliance and Disclosure Interpretation (“C&DI”) 200.06, Vendors Engaged byServicers (C&DI 200.06). As permitted by C&DI 200.06, the Company hasasserted that it has policies and procedures in place designed to providereasonable assurance that the vendor’s activities comply in all materialrespects with the servicing criterion applicable to the vendor. The Company issolely responsible for determining that it meets the SEC requirements to applyC&DI 200.06 for the vendor and related criterion as described inmanagement’s Assessment of Compliance with the Applicable Servicing Criteria,and we performed no procedures with respect to the Company’s eligibility toapply C&DI 200.06.

 

In our opinion, management’s assessment that the Companycomplied with the aforementioned servicing criteria, including servicingcriterion 1122(d)(4)(i) for which compliance is determined based on C&DI200.06 as described above, as of and for the twelve months ended December 31,2016 is fairly stated, in all material respects.

 

 

/s/ KPMG LLP

 

Chicago, Illinois

February 17, 2017

 

 

KPMG LLP is a Delaware limited liability partnership and theU.S. member

firm of the KPMG network of independent member firmsaffiliated with

KPMG International Cooperative (“KPMG International”), aSwiss entity.