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**REPORT OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM**

 

 

Board of Directors

National Cooperative Bank, N.A

 

We have examined management’sassertion, included in the accompanying Management’s Assertion on Assessment ofCompliance with SEC Regulation AB Servicing Criteria (“Management’s Report”),that National Cooperative Bank, N.A (the “Company”) complied with the servicingcriteria set forth in Item 1122(d) of the U.S. Securities and ExchangeCommission’s Regulation AB for the servicing of asset-backed securitiestransactions (the “Platform”) as of and for the year ended December 31, 2022,excluding criteria 1122(d)(1)(iii), 1122(d)(3)(i-iv), 1122(d)(4)(ii) and1122(d)(4)(xv), which management has determined are not applicable to theactivities performed by the Company with respect to the Platform. The Platformconsists of the asset-backed transactions and securities defined by managementin Appendix A of Management’s Report. Management is responsible for theCompany’s compliance with the applicable servicing criteria. Our responsibilityis to express an opinion on management’s assertion about the Company’scompliance with the applicable servicing criteria for the Platform based on ourexamination.

 

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, and, accordingly,included examining, on a test basis, evidence about the Company’s compliancewith the applicable servicing criteria for the Platform and performing suchother procedures as we considered necessary in the circumstances. Ourexamination included testing selected asset-backed transactions and securitiesconstituting the Platform and evaluating whether the Company performedservicing activities related to those transactions and securities in compliancewith the applicable servicing criteria for the period covered by this report.Accordingly, our testing may not have included servicing activities related toeach asset-backed transaction or security constituting the Platform. Further,our examination was not designed to detect material noncompliance that may haveoccurred prior to the period covered by this report and that may have affectedthe Company’s servicing activities during the period covered by this report. Webelieve that our examination provides a reasonable basis for our opinion. Ourexamination does not provide a legal determination on the Company’s compliancewith the applicable servicing criteria.

 

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

 

As described in Management’sReport, the Company engaged with a vendor to perform servicing activities with respectto criteria 1122(d)(4)(xi). The Company determined that the vendor is notconsidered a “servicer,” as that term is defined in Item 1101(j) of RegulationAB, and therefore, the Company is assuming responsibility for compliance withsuch servicing criteria applicable to the vendor’s servicing activities. Inaccordance with Regulation AB and its related interpretations, the requirementfor management to assess compliance with the servicing criteria applicable to avendor’s activities is satisfied if the Company has instituted policies andprocedures to monitor whether such vendor’s activities comply in all materialrespects with such criteria. Compliance with the applicable servicing criteriais achieved if those policies and procedures are designed to provide reasonableassurance that such vendor’s activities comply with such criteria and thosepolicies and procedures are operating effectively for the period covered byManagement’s Report. Our examination does not provide a legal determination ofwhether a vendor is or is not considered a servicer, and therefore, on whetherthe Company, in its Management Report, is eligible to elect to takeresponsibility for assessing compliance with the servicing criteria applicableto the vendor’s servicing activities.

 

 

In our opinion, management’sassertion that National Cooperative Bank, N.A. complied with the aforementionedapplicable servicing criteria as of and for the year ended December 31, 2022for the Platform is fairly stated, in all material respects.

 

 

/s/ Grant Thornton LLP

 

Kansas City, Missouri

January 31, 2023

 

 

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