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RSM US LLP

 

 

**Report of IndependentRegistered Public Accounting Firm**

 

 

To the Board of Governors 

NorthMarq Capital, LLC 

Bloomington, Minnesota

 

 

We have examinedmanagement’s assertion, included in the accompanying Management’s Reporton Assessment of 2016 Compliance by NorthMarq Capital, LLC With Regulation ABServicing Criteria (Management’s Assertion), that NorthMarq Capital, LLC(NorthMarq or the Company) complied with the servicing criteria set forth inItem 1122(d) of the Securities and Exchange Commission’s (SEC) RegulationAB for services by the Company that are encompassed by contractual obligationsto perform Regulation AB reporting (the “Platform”), including onlythose asset-backed securities transactions defined below, as of and for theyear ended December 31, 2016, excluding the following criteria set forth inItems 1122(d)(1)(iii), 1122(d)(3)(i)C and D, 1122(d)(3)(ii), 1122(d)(3)(iii),1122(d)(3)(iv), 1122(d)(4)(vii) and 1122(d)(4)(xv), which management hasdetermined are not applicable to the activities performed by the Company withrespect to the Platform covered by this report. Exhibits A and B toManagement’s Assertion identifies the individual asset-backedtransactions defined by management as constituting the Platform. Management isresponsible for the Company’s compliance with the applicable servicingcriteria. Our responsibility is to express an opinion on management’sassertion about the Company’s compliance with the applicable servicing criteriabased on our examination.

 

Our examination was conductedin accordance with attestation standards established by the American Instituteof Certified Public Accountants, as adopted by the Public Company AccountingOversight Board (United States) and, accordingly, included examining, on a testbasis, evidence about the Company’s compliance with the applicableservicing criteria, including tests on a sample basis of the servicingactivities related to the Platform, determining whether the Company performedthose activities in compliance with the applicable servicing criteria duringthe specified period, and performing such other procedures as we considerednecessary in the circumstances. Our procedures were limited to selectedservicing activities performed by the Company during the period covered by thisreport and, accordingly, such samples may not have included servicingactivities related to each asset-backed transaction in the Platform. Further,an examination is not designed to detect noncompliance arising from errors thatmay have occurred prior to the period specified above that may have affectedthe balances or amounts calculated or reported by the Company during the periodcovered by this report. We believe that our examination provides a reasonablebasis for our opinion. Our examination does not provide a legal determinationon the Company’s compliance with the applicable servicing criteria.

 

As described inManagement’s Assertion, for servicing criterion 1122(d)(2)(i) and1122(d)(1)(ii), the Company has engaged vendors to perform certain activitiesrequired by these servicing criteria. The Company has determined that thesevendors are not considered “servicers” as defined in Item 1101(j)of Regulation AB, and the Company has elected to take responsibility for assessingcompliance with the servicing criterion applicable to these vendors aspermitted by Section 200.06 of the Compliance and Disclosure Interpretations(Section 200.06). As permitted by Section 200.06, the Company has asserted thatit has policies and procedures in place designed to provide reasonableassurance that the vendor’s activities comply in all material respectswith the servicing criterion applicable to these vendors. The Company is solelyresponsible for determining that it meets the SEC requirements to apply Section200.06 for the vendors and related criterion as described in its assertion, andwe performed no procedures with respect to the Company’s determination ofits eligibility to use Section 200.06.

 

In our opinion,Management’s Assertion that the Company complied with the aforementionedapplicable servicing criteria as of and for the year ended December 31, 2016,for the Platform is fairly stated, in all material respects.

 

/s/ RSM US LLP

 

Minneapolis, Minnesota 

February 6, 2017

 

 

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