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**Report ofIndependent Registered Public Accounting Firm**

 

 

DeutscheBank National Trust Company and Deutsche Bank Trust Company Americas

 

Wehave examined management’s assertion, included in the accompanying Management’sAssertion of Compliance, that Trust & Agency Services department ofDeutsche Bank National Trust Company and Deutsche Bank Trust Company Americas(collectively the “Company”) complied with the servicing criteria set forth inItem 1122(d) of the Securities and Exchange Commission’s Regulation AB for thepublicly-issued (i.e., transaction-level reporting required under theSecurities Exchange Act of 1934, as amended) and certain privately-issued(i.e., for which transaction-level reporting is required pursuant tocontractual obligation) residential mortgage-backed securities, commercialmortgage-backed securities and other asset-backed securities issued on or afterJanuary 1, 2006, for which the Company provides trustee, certificateadministrator, securities administration, paying agent or custodian services,as defined in the transaction agreements, excluding publicly-issued securitiessponsored or issued by any government sponsored entity (the “Platform”), as ofand for the year ended December 31, 2023 except for criteria 1122(d)(4)(iv) –1122(d)(4)(xiv), which the Company has determined are not applicable to theactivities it performs with respect to the servicing platform covered by thisreport. Refer to Appendix A of Management’s Assertion of Compliance for theasset backed transactions covered by this platform. Management is responsiblefor the Company’s compliance with those servicing criteria. Our responsibilityis to express an opinion on management’s assertion about the Company’scompliance with the servicing criteria based on our examination.

 

Ourexamination was conducted in accordance with attestation standards establishedby the American Institute of Certified Public Accountants and the PublicCompany Accounting Oversight Board (United States) and, accordingly, includedexamining, on a test basis, evidence about the Company’s compliance with the applicableservicing criteria and performing such other procedures as we considerednecessary in the circumstances. Our examination included testing of less thanall of the individual asset backed transactions and securities that comprisethe platform, testing of less than all of the servicing activities related tothe Platform and determining whether the Company processed those selectedtransactions and performed those selected activities in compliance with theservicing criteria. Furthermore, 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 determinewhether errors may have occurred either prior to or subsequent to our tests thatmay have affected the balances or amounts calculated or reported by the Companyduring the period covered by this report for the selected transactions or anyother transactions. Although the Company is responsible for assessingcompliance with criteria 1122(d)(1)(ii), 1122(d)(1)(iii), 1122(d)(2)(iii) and1122(d)(4)(iii) of Regulation AB, there were no servicing activities performedby the Company during the year ended December 31, 2023 that required theseservicing criteria to be complied with. We believe that the evidence weobtained is sufficient and appropriate to provide a reasonable basis for ouropinion.

 

Weare required to be independent of the Company and to meet our other ethicalresponsibilities, in accordance with the relevant ethical requirements relatedto our examination engagement.

 

Ourexamination does not provide a legal determination on the Company’s compliancewith the servicing criteria.

 

Inour opinion, management’s assertion that the Company complied with theaforementioned servicing criteria as of and for the year ended December 31,2023 for the platform is fairly stated, in all material respects.

 

 

/s/Ernst & Young LLP

 

February29, 2024