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**Report of Independent Registered Public Accounting Firm**

 

To the Audit Committee ofComputershare Trust Company, National Association

 

We have examined management’sassertion, included in the accompanying *Assessment of Compliance with theApplicable Servicing Criteria: Computershare Corporate Trust - Document CustodyPlatform* that Computershare Trust Company, National Association (the“Company”) complied with the servicing criteria set forth in Item 1122(d) ofthe Securities and Exchange Commission's Regulation AB for the residentialmortgage-backed securities (“RMBS”) transactions, commercial mortgage-backedsecurities (“CMBS”) transactions, and other asset-backed securities (“ABS”)transactions, in each case for which the Company provides document custodyservices, either directly in the related role for such services or as the agentof the party performing such services, and for which either (a) some or all ofthe issued securities for such RMBS, CMBS, and ABS transactions were publiclyoffered on or after January 1, 2006 pursuant to a registration statementdelivered under the Securities Act of 1933, as amended, or (b) the issuedsecurities for such RMBS, CMBS, and ABS transactions were privately offered onor after January 1, 2006 pursuant to an exemption from registration and theCompany (and/or the party for whom it acts as agent) has an obligation underthe transaction agreements to deliver an assessment of compliance with theapplicable servicing criteria under Item 1122(d) of Regulation AB; providedhowever that, the platform excludes any transactions for which the offered securitieswere issued, sponsored and/or guaranteed by any agency or instrumentality ofthe U.S. government or any government-sponsored entity, other than certain RMBStransactions for which the offered securities were issued, sponsored and/orguaranteed by the Federal Deposit Insurance Company (the “Document CustodyPlatform”), as of December 31, 2023 and for the year then ended (the “Period”),excluding criteria 1122(d)(1)(i); 1122(d)(1)(iii); 1122(d)(1)(v);1122(d)(2)(i-vii); 1122(d)(3)(i-iv); and 1122(d)(4)(iv-xv), which Managementhas determined are not applicable to either the Company’s obligations, or theobligations of the party for whom the Company ultimately acts as agent, ineither case under the related transaction agreements with respect to the DocumentCustody Platform for the Period (as applicable, the “Company’s Obligations”);provided however that, with respect to the Document Custody Platform (a) servicingcriterion 1122(d)(4)(iii) is applicable only as it relates to the Company’sObligation to review and maintain the required loan documents related to anyadditions, removals or substitutions in accordance with the transactionagreements.  

 

As described in management'sassertion, for servicing criteria 1122(d)(4)(i) and 1122(d)(4)(ii), the Companyhas engaged a vendor to perform the activities required by these servicingcriteria.  The Company has determined that this vendor is not considered a "servicer"as defined in Item 1101(j) of Regulation AB, and the Company has elected totake responsibility for assessing compliance with the servicing criteriaapplicable to the vendor as permitted by Compliance and DisclosureInterpretation 200.06 of the SEC Division of Corporation Finance’sinterpretations of the rules adopted under Regulation AB and the Securities Actand the Exchange Act ("Interpretation 200.06"). As permitted byInterpretation 200.06, the Company has asserted that it has policies andprocedures in place designed to provide reasonable assurance that the vendor'sactivities comply in all material respects with the servicing criteriaapplicable to the vendor.  The Company is solely responsible for determiningthat it meets the SEC requirements to apply Interpretation 200.06 for thevendor and related criteria as described in its assertion, and we performed noprocedures with respect to the Company's determination of its eligibility touse Interpretation 200.06.  

 

Appendix A to management'sassertion identifies the individual asset-backed transactions and securitiesdefined by management as constituting the Document Custody Platform.  

 

The Company’s management isresponsible for its assertion and for the Company's compliance with theapplicable servicing criteria.  Our responsibility is to express an opinion onmanagement's assertion about the Company’s compliance with the applicableservicing criteria based on our examination.

 

Our examination was conductedin accordance with the standards of the Public Company Accounting OversightBoard (United States) and in accordance with attestation standards establishedby the American Institute of Certified Public Accountants.  Those standardsrequire that we plan and perform the examination to obtain reasonable assuranceabout whether management’s assertion about compliance with the applicableservicing criteria is fairly stated, in all material respects, and,accordingly, included examining, on a test basis, evidence about the Company’scompliance with the applicable servicing criteria and performing such otherprocedures as we considered necessary in the circumstances.  Our examinationincluded testing of selected asset-backed transactions and securities thatcomprise the Document Custody Platform, testing of selected servicingactivities related to the Document Custody Platform, and determining whetherthe Company processed those selected transactions and performed those selectedactivities in compliance with the applicable servicing criteria.  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 detect noncompliance arising from errors thatmay have occurred prior to or subsequent to our tests 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, and that theevidence we obtained is sufficient and appropriate to provide, a reasonablebasis for our opinion.  Our examination does not provide a legal determinationon the Company’s compliance with the servicing criteria.

 

We are required to be independentand to meet our other ethical responsibilities in accordance with relevantethical requirements related to the engagement.

 

In our opinion, management’sassertion that Computershare Trust Company, National Association complied withthe aforementioned applicable servicing criteria as of and for the year ended December31, 2023 for the Document Custody Platform is fairly stated, in all materialrespects.

 

 

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

February 13, 2024

 

 

PricewaterhouseCoopers LLP,101 Seaport Boulevard, Boston, MA 02210 

T: (617) 530 5000, www.pwc.com/us