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KPMG LLP |
Report of Independent Registered Public Accounting Firm
The Board of Directors
Wells Fargo Bank, National
Association:
We have examined management’s assessment, included in
the accompanying Management’s Assessment, that Wells Fargo Commercial Mortgage
Servicing, a division of Wells Fargo Bank, National Association (the Company),
complied with the servicing criteria set forth in Item 1122(d) of the Securities
and Exchange Commission’s Regulation AB for the servicing of commercial loans
(the Platform), except for servicing criteria 1122(d)(1)(iii),
1122(d)(3)(i)(B-D), 1122(d)(3)(ii-iv), and 1122(d)(4)(xv), which the Company has
determined are not applicable to the activities it performs with respect to the
Platform, as of and for the year ended December 31, 2015. The Company has
determined that servicing criteria 1122(d)(4)(xi) and 1122(d)(4)(xii) are
applicable to the activities the Company performs with respect to the Platform,
except for certain tax payment activities which the Company has engaged various
vendors to perform. With respect to applicable servicing criterion
1122(d)(4)(iii), the Company has determined that there were no activities
performed during the year ended December 31, 2015 with respect to the Platform,
because there were no occurrences of events that would require the Company to
perform such activities. The Company has determined that servicing criterion
1122(d)(1)(v) is applicable to the activities the Company performs with respect
to the Platform for all transactions and securities in the Platform, including
those issued on or before November 23, 2015, for which compliance was previously
assessed under other servicing criteria in accordance with the SEC Division of
Corporate Finance’s Manual of Publicly Available Interpretations on Regulation
and Related Rules, Interpretation 11.03, as applicable, for the 2015 assessment
period as of and for the year ended December 31, 2015. Appendix A to the
accompanying Management’s Assessment identifies the commercial mortgage pools
and other structures involving the commercial loans defined by management as
constituting the Platform. Management is responsible for the Company’s
compliance with the servicing criteria. Our responsibility is to express an
opinion on management’s assessment about the Company’s compliance based on our
examination.
Our examination was conducted in accordance with the
attestation standards of the Public Company Accounting Oversight Board (United
States) and, accordingly, included examining, on a test basis, evidence about
the Company’s compliance with the servicing criteria specified above and
performing such other procedures as we considered necessary in the
circumstances. Our examination included testing selected asset-backed
transactions and securities that comprise the Platform, testing selected
servicing activities related to the Platform, and determining whether the
Company processed those selected transactions and performed those selected
activities in compliance with the servicing criteria. Furthermore, our
procedures were limited to the selected transactions and servicing activities
performed by the Company during the period covered by this report. Our
procedures were not designed to determine whether errors may have occurred
either prior to or subsequent to our tests that may have affected the balances
or amounts calculated or reported by the Company during the period covered by
this report for the selected transactions or any other transactions. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company’s compliance
with the servicing criteria.
KPMG LLP is a Delaware limited
liability partnership, the U.S. member firm of KPMG International Cooperative
(“KPMG International”), a Swiss entity.
As described in the
accompanying Management’s Assessment, for servicing criteria 1122(d)(1)(i),
1122(d)(3)(i)(A), 1122(d)(4)(i), and 1122(d)(4)(vi), the Company has engaged
various vendors to perform the activities required by these servicing criteria.
The Company has determined that none of these vendors is 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 each vendor as permitted by the SEC’s Compliance and Disclosure
Interpretation (C&DI) 200.06, Vendors Engaged by Servicers (C&DI 200.06)
(formerly SEC Manual Telephone Interpretation 17.06). 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 vendors’ activities comply in
all material respects with the servicing criteria applicable to each vendor. The
Company is solely responsible for determining that it meets the SEC requirements
to apply C&DI 200.06 for the vendors and related criteria as described in
its assertion, and we performed no procedures with respect to the Company’s
eligibility to apply C&DI 200.06.
In our opinion, management’s
assessment that the Company complied with the aforementioned servicing criteria,
including servicing criteria 1122(d)(1)(i), 1122(d)(3)(i)(A), 1122(d)(4)(i), and
1122(d)(4)(vi), for which compliance is determined based on C&DI 200.06 as
described above, as of and for the year ended December 31, 2015 is fairly
stated, in all material respects.
/s/ KPMG LLP
San Francisco, California
March 18, 2016
KPMG LLP is a
Delaware limited liability partnership,
the U.S. member firm of KPMG
International Cooperative
(“KPMG International”), a Swiss entity.