Exhibit 33.3
Computershare
9062 Old Annapolis Road
Columbia, Maryland 21045
www.computershare.com
ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA
Computershare Corporate Trust- ABS Platform
The management (“Management”) of the Computershare Corporate Trust division of Computershare Trust Company, National Association (the “Company”) is responsible for assessing the Company’s compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB of the Securities and Exchange Commission. Management has determined that the servicing criteria are applicable to the servicing platform for the period as follows:
Purchase of corporate trust business. On November 1, 2021, Wells Fargo Bank, N.A. (“Wells Fargo”) and certain of its affiliates sold substantially all of its Corporate Trust Services (“CTS”) division to the Company, Computershare Delaware Trust Company (“CDTC”), and Computershare Limited (“Computershare Limited,” and collectively with the Company and CDTC, “Computershare”). Virtually all CTS employees of Wells Fargo, along with most existing CTS systems, technology, and offices transferred to Computershare as part of the sale.
For the ABS Platform (defined below) transactions and during the Period (defined below), the Company either (i) served directly in the related trustee (except Delaware trustee or owner trustee), paying agent services, and/or related services, (collectively, the “ABS Platform Roles”), or (ii) served as agent for Wells Fargo who remained in the related ABS Platform Roles. More specifically, since its acquisition of the Wells Fargo CTS business on November 1, 2021, including during the Period, the Company has (i) closed new ABS transactions and (ii) completed the transfer of certain ABS transaction roles from Wells Fargo CTS to Computershare, for which, in each case, during all or a portion of the Period, the Company performed the related ABS Platform Roles directly (the “Company’s Direct Role Transactions”). As of the end of the Period, the Company’s Direct Role Transactions comprise a majority of the overall ABS Platform transactions. For a minority of ABS Platform transactions, the Company served, during all or a portion of the Period, as agent for Wells Fargo who remained in the related ABS Platform Roles (the “Company’s Agent Role Transactions”). For the Company’s Agent Role Transactions, Wells Fargo had not, as of the beginning of the Period, transferred to Computershare the ABS Platform Roles for the Company’s Agent Role Transactions, and therefore the Company performed, during all or a portion of the Period, virtually all of Wells Fargo’s contractual duties for such transactions as its agent. As a result, for the Company’s Agent Role Transactions, the Company and Wells Fargo have determined that the Company is a party participating in the servicing function with respect to the ABS Platform, and accordingly, the Company is taking responsibility for assessing its compliance with the Applicable Servicing Criteria (defined below) relevant to the servicing activities performed by the Company for the ABS Platform, as of and for the twelve months ended December 31, 2023.
Period: As of January 1, 2023 through and including December 31, 2023 (the “Period”).
Platform: The platform consists of asset-backed securities (“ABS”) transactions for which the Company provides trustee (except Delaware trustee or owner trustee), paying agent services, and/or related services, either directly in the related role for such services or as the agent of the party performing such services, and for which either (i) some or all of the issued securities for such ABS transactions were publicly offered pursuant to a registration statement delivered under the Securities Act of 1933, as amended, or (ii) the issued securities for such ABS transactions were privately offered pursuant to an exemption from registration and the Company (and/or the party for whom it acts as agent) has an obligation under the transaction agreements to deliver an assessment of compliance with the applicable servicing criteria under Item 1122(d) of Regulation AB; provided however that, the platform excludes (a) any transactions for which the securities issued are mortgage-backed securities or mortgage-related asset-backed securities and (b) any ABS transactions for which the issuing entity has a fiscal
