Exhibit 34.5

 

REPORTOFINDEPENDENTREGISTEREDPUBLICACCOUNTINGFIRM

RialtoCapitalAdvisors,LLC:

We have examined management of Rialto Capital Advisors, LLC’s assertion, included in theaccompanying Management’s Assertions on Compliance with Applicable Regulation AB ServicingCriteria, that Rialto Capital Advisors, LLC (the “Company”) complied with the servicing criteria set forthin Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the commercialmortgage loan platform (the “Platform”), excluding criteria in Items 1122 (d)(1)(iii), (d)( 2)(ii), (d)(2)(iii),(d)(3)(i.C),(d)(3)(i.D),(d)(3)(ii), (d)(3)(iii),(d)(3)(iv),(d)(4)(v),(d)(4)(ix),(d)(4)(x),(d)(4)(xi),(d)(4)(xii), (d)(4)(xiii), (d)(4)(xiv), and (d)(4)(xv) (the “servicing criteria”), as of and for the year ended December 31,2021, which management has determined are not applicable to the activities performed by theCompany with respect to the Platform. Exhibit 1 to management’s assertion identifies the individualasset-backed transactions defined by management as constituting the Platform. Management isresponsible for the Company’s compliance with the servicing criteria and its assertion. Our responsibilityis to express an opinion on management’s assertion about the Company’s compliance with the servicingcriteriabasedonourexamination.

Our examination was conducted in accordance with the standards of the Public Company AccountingOversight Board (United States) and in accordance with attestation standards established by theAmerican Institute of Certified Public Accountants. Those standards require that we plan and performthe examination to obtain reasonable assurance about whether management’s assertion aboutcompliance with the servicing criteria is fairly stated, in all material respects, and, accordingly, includedexamining, on a test basis, evidence about the Company’s compliance with the servicing criteria,including tests on a sample basis of the servicing activities related to the Platform, determining whetherthe Company performed those selected activities in compliance with the servicing criteria during thespecified period, and performing such other procedures as we considered necessary in thecircumstances. Our procedures were limited to selected servicing activities performed by the Companyduring the period covered by this report and, accordingly, such samples may not have included servicingactivities related to each asset-backed transaction included in the Platform. Further, an examination isnot designed to detect noncompliance arising from errors that may have occurred prior to the periodspecified above that may have affected the balances or amounts calculated or reported by the Companyduring the period covered by this report. We believe that the evidence we obtained in our examinationissufficientandappropriate toprovidea reasonablebasis forouropinion.

As described in management’s assertion, for servicing criteria Item 1122(d)(1)(ii), the Company hasengaged vendors to perform certain activities required by this servicing criteria. The Company hasdetermined that these vendors are not considered a “servicer” as defined in Item 1101(j) of RegulationAB, and the Company has elected to take responsibility for assessing compliance with the servicingcriteria applicable to these vendors as permitted by the SEC’s Compliance and Disclosure Interpretation

 

 

----

200.06, Vendors Engaged by Servicers (“C&DI 200.06”). As permitted by C&DI 200.06, the Company hasassertedthatithaspoliciesandproceduresinplacedesignedtoprovidereasonableassurancethatthe vendors’ activities comply in all material respects with the servicing criteria applicable to these vendors.TheCompanyissolelyresponsiblefordeterminingthat itmeetstheSECrequirementsto applyC&DI

200.06 for these vendors and related criteria as described in its assertion, and we performed noprocedureswithrespect totheCompany’sdeterminationofitseligibilitytoapplyC&DI200.06.

Our examination does not provide a legal determination on the Company’s compliance with theservicingcriteria.

In our opinion, management’s assertion that the Company complied with the aforementioned servicingcriteria as of and for the year ended December 31, 2021, for the commercial mortgage loan platform, isfairly stated, inallmaterialrespects.

 

February17,2022

 

 

 

- 2 -