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**Report of Independent Registered Public Accounting Firm**

** **

To the Audit Committee of Computershare Trust Company, NationalAssociation

 

We have examined management’s assertion, included in theaccompanying *Assessment of Compliance with the Applicable ServicingCriteria: Computershare Corporate Trust - Document Custody Platform* thatComputershare Trust Company, National Association (the “Company”) complied withthe servicing criteria set forth in Item 1122(d) of the Securities and ExchangeCommission's Regulation AB for the residential mortgage-backed securities(“RMBS”) transactions, commercial mortgage-backed securities (“CMBS”)transactions, and other asset-backed securities (“ABS”) transactions, in eachcase for which the Company provides document custody services, either directlyin the related role for such services or as the agent of the party performingsuch services, and for which either (a) some or all of the issued securitiesfor such RMBS, CMBS, and ABS transactions were publicly offered on or afterJanuary 1, 2006 pursuant to a registration statement delivered under theSecurities Act of 1933, as amended, or (b) the issued securities for such RMBS,CMBS, and ABS transactions were privately offered on or after January 1, 2006pursuant to an exemption from registration and the Company (and/or the partyfor whom it acts as agent) has an obligation under the transaction agreementsto deliver an assessment of compliance with the applicable servicing criteriaunder Item 1122(d) of Regulation AB; provided however that, the platformexcludes any transactions for which the offered securities were issued,sponsored and/or guaranteed by any agency or instrumentality of the 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, 2021 and for the period from November 1, 2021 toDecember 31, 2021 (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); and1122(d)(4)(iv-xv), which Management has determined are not applicable to eitherthe Company’s obligations, or the obligations of the party for whom the Companyultimately acts as agent, in either case under the related transactionagreements with respect to the Document Custody Platform for the Period (asapplicable, the “Company’s Obligations”); provided however that, with respectto the Document Custody Platform (a) servicing criterion 1122(d)(4)(iii) isapplicable only as it relates to the Company’s Obligation to review andmaintain the required loan documents related to any additions, removals orsubstitutions in accordance with the transaction agreements. 

 

As described in management's assertion, for servicing criteria1122(d)(4)(i) and 1122(d)(4)(ii), the Company has engaged a vendor to performthe activities required by these servicing criteria. The Company has determinedthat this vendor is not considered a "servicer" as defined in Item1101(j) of Regulation AB, and the Company has elected to take responsibilityfor assessing compliance with the servicing criteria applicable to the vendoras permitted by Compliance and Disclosure Interpretation 200.06 of the SECDivision of Corporation Finance’s interpretations of the rules adopted underRegulation AB and the Securities Act and the Exchange Act ("Interpretation200.06"). As permitted by Interpretation 200.06, the Company has assertedthat it has policies and procedures in place designed to provide reasonableassurance that the vendor's activities comply in all material respects with theservicing criteria applicable to the vendor. The Company is solely responsiblefor determining that it meets the SEC requirements to apply Interpretation200.06 for the vendor and related criteria as described in its assertion, andwe performed no procedures with respect to the Company's determination of itseligibility to use Interpretation 200.06. 

 

Appendix A to management's assertion identifies the individualasset-backed transactions and securities defined by management as constitutingthe Document Custody Platform. 

 

The Company’s management is responsible for its assertion and forthe Company's compliance with the applicable servicing criteria. Ourresponsibility is to express an opinion on management's assertion about theCompany’s compliance with the applicable servicing criteria based on ourexamination.

 

Our examination was conducted in accordance with the standards ofthe Public Company Accounting Oversight Board (United States) and in accordancewith attestation standards established by the American Institute of CertifiedPublic Accountants. Those standards require that we plan and perform theexamination to obtain reasonable assurance about whether management’s assertionabout compliance with the applicable servicing criteria is fairly stated, inall material respects, and, accordingly, included examining, on a test basis,evidence about the Company’s compliance with the applicable servicing criteriaand performing such other procedures as we considered necessary in thecircumstances. Our examination included testing of selected asset-backedtransactions and securities that comprise the Document Custody Platform,testing of selected servicing activities related to the Document CustodyPlatform, and determining whether the Company processed those selectedtransactions and performed those selected activities in compliance with theapplicable servicing criteria. Our procedures were limited to the selectedtransactions and servicing activities performed by the Company during theperiod covered by this report. Our procedures were not designed to detectnoncompliance arising from errors that may have occurred prior to or subsequentto our tests that may have affected the balances or amounts calculated orreported by the Company during the period covered by this report. We believethat our examination provides, and that the evidence we obtained is sufficientand appropriate to provide, a reasonable basis for our opinion. Our examinationdoes not provide a legal determination on the Company’s compliance with theservicing criteria.

 

We are required to be independent and to meet our other ethicalresponsibilities in accordance with relevant ethical requirements related tothe engagement.

 

In our opinion, management’s assertion that Computershare TrustCompany, National Association complied with the aforementioned applicableservicing criteria as of and for the period ended December 31, 2021 for theDocument Custody Platform is fairly stated, in all material respects.

 

/s/ **PricewaterhouseCoopers LLP**

 

Boston, Massachusetts

February 18, 2022

 

 

PricewaterhouseCoopers LLP, 101 Seaport Boulevard, Boston, MA02210

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