Exhibit 34.5
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Report of Independent Registered Public Accounting Firm
To the Audit Committee of Computershare Trust Company, National Association
We have examined management’s assertion, included in the accompanying Assessment of Compliance with the Applicable Servicing Criteria: Computershare Corporate Trust - Document Custody Platform that Computershare Trust Company, National Association (the “Company”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’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 each case for which the Company provides document custody services, either directly in the related role for such services or as the agent of the party performing such services, and for which either (a) some or all of the issued securities for such RMBS, CMBS, and ABS transactions were publicly offered on or after January 1, 2006 pursuant to a registration statement delivered under the Securities 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, 2006 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 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 RMBS transactions for which the offered securities were issued, sponsored and/or guaranteed by the Federal Deposit Insurance Company (the “Document Custody Platform”), as of December 31, 2021 and for the period from November 1, 2021 to December 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); and 1122(d)(4)(iv-xv), which Management has determined are not applicable to either the Company’s obligations, or the obligations of the party for whom the Company ultimately acts as agent, in either case under the related transaction agreements with respect to the Document Custody Platform for the Period (as applicable, the “Company’s Obligations”); provided however that, with respect to the Document Custody Platform (a) servicing criterion 1122(d)(4)(iii) is applicable only as it relates to the Company’s Obligation to review and maintain the required loan documents related to any additions, removals or substitutions in accordance with the transaction agreements.
As described in management’s assertion, for servicing criteria 1122(d)(4)(i) and 1122(d)(4)(ii), the Company has engaged a vendor to perform the activities required by these servicing criteria. The Company has determined that this vendor is not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicing criteria applicable to the vendor as permitted by Compliance and Disclosure Interpretation 200.06 of the SEC Division of Corporation Finance’s interpretations of the rules adopted under Regulation AB and the Securities Act and the Exchange Act (“Interpretation 200.06”). As permitted by Interpretation 200.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendor’s activities comply in all material respects with the servicing criteria applicable to the vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 200.06 for the vendor and related criteria as described in its assertion, and we performed no procedures with respect to the Company’s determination of its eligibility to use Interpretation 200.06.
PricewaterhouseCoopers LLP, 101 Seaport Boulevard, Boston, MA 02210
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