Attached files
MIDLAND LOAN SERVICES
2
PNC
REAL ESTATE
Report on Assessment of Compliance with Regulation AB Servicing Criteria
Midland Loan Services ("Midland"), a division of PNC Bank, National Association, 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 ("Regulation AB"), as set forth in Appendix A hereto, relating
to its role in the servicing of commercial mortgage-backed securities transactions.
Midland has assessed its compliance with the applicable servicing criteria as of and for the year ended
December 31, 2014 (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 the commercial mortgage-backed securities transactions (the "Platform").
Midland 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 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, 2014 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, 2014 and for the Reporting Period with respect to the Platform taken as a whole.
Based on this assessment, Midland believes that, as of and for the year ended December 31, 2014,
Midland has complied in all material respects with the servicing criteria set forth in Item 1122(d) of
Regulation AB relating to its role in the servicing of commercial mortgage-backed securities transactions.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation
report on Midland's assessment of compliance with the applicable servicing criteria as of and for the year
ended December 31, 2014.
MIDLAND LOAN SERVICES
a division of PNC Bank, National Association
/s/ Steven W. Smith
/s/ Bradley J. Hauger
Steven W. Smith
Bradley J. Hauger
Executive Vice President
Senior Vice President
Date: February 25, 2015
Member of The PNC Financial Services Group
10851 Mastin Boulevard Overland Park, Kansas 66210
800-327-8083
www.pnc.com/midland
MIDLAND LOAN SERVICES
3
PNC
REAL ESTATE
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/A
1
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
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.
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
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 commercial mortgage-backed securities transactions being serviced.
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MIDLAND LOAN SERVICES
PNC
REAL ESTATE
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)(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/A
1
(C) Are filed with the Commission as required by its
rules and regulations; and
N/A
1
(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/A
1
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/A
1
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/A
1
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/A
1
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 commercial mortgage-backed securities transactions being serviced.
5
MIDLAND LOAN SERVICES
PNC
REAL ESTATE
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 commercial mortgage-backed securities transactions being serviced.
6
MIDLAND LOAN SERVICES
PNC
REAL ESTATE
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
(only with
respect to 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 this Regulation AB, is
maintained as set forth in the transaction agreements.
N/A
1
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 commercial mortgage-backed securities transactions being serviced.