EX-33.3 5 d913116dex333.htm EX-33.3 EX-33.3

Exhibit 33.3

 

LOGO

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, 2024.

Period: As of January 1, 2024 through and including December 31, 2024 (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

year that ends on a date other than the end of the calendar year (the “ABS Platform”). Appendix A identifies the individual transactions defined by Management as constituting the ABS Platform for the Period.

Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d) are 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 ABS Platform for the Period (as applicable, the “Company’s Obligations”), except for the following servicing criteria: 1122(d)(1)(v), 1122(d)(2)(iii), 1122(d)(3)(i)(B), 1122(d)(3)(i)(C), 1122(d)(3)(i)(D), 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(vi), 1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii), and 1122(d)(4)(xiv), which Management has determined are not applicable to the Company’s Obligations in the related transaction agreements with respect to the ABS Platform for the Period; provided however that, with respect to the ABS Platform (a) servicing criterion 1122(d)(3)(i)(A) is applicable only as it relates to the Company’s Obligation to distribute or make available to investors, in accordance with the timeframes set forth in the transaction agreements, the relevant investor reports received by the Company from the entity preparing such reports; (b) servicing criterion 1122(d)(3)(ii) is applicable only as it relates to the Company’s Obligation to make remittances to investors in accordance with the transaction agreements; and (c) servicing criterion 1122(d)(4)(iii) is applicable only as it relates to the Company’s Obligation to obtain an Officer’s Certificate from the servicer and report any additions, removals and substitutions to investors on the relevant investor report, in each case, in accordance with the transaction agreements (the “Applicable Servicing Criteria”).

Third parties classified as vendors: With respect to servicing criterion 1122(d)(2)(vi) for certain transactions in the ABS Platform, the Company engaged a vendor to make certain payments by check to investors and/or third parties, and such vendor also safeguards certain unissued checks. Management has determined that the vendor is not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and Management elects to take responsibility for assessing compliance with the portion of the servicing criterion applicable to the vendor as permitted by the SEC’s Compliance and Disclosure Interpretation (“C&DI”) 200.06, Vendors Engaged by Servicers (“C&DI 200.06”). The Company has policies and procedures in place designed to provide reasonable assurance that the vendor’s activities comply in all material respects with the servicing criterion applicable to the vendor. Management is solely responsible for determining that the Company meets the SEC requirements to apply C&DI 200.06 for the vendor and the related servicing criterion.

With respect to the ABS Platform and the Period, Management provides the following assessment of the Company’s compliance with respect to the Applicable Servicing Criteria:

1. Management is responsible for assessing the Company’s compliance with the Applicable Servicing Criteria.

2. Management has assessed the Company’s compliance with the Applicable Servicing Criteria including the servicing criterion for which compliance is determined based on C&DI 200.06 as described above. In performing this assessment, Management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.

3. With respect to Applicable Servicing Criteria 1122(d)(4)(i) and 1122(d)(4)(xv), Management has determined that there were no activities performed during the Period with respect to the ABS Platform, because there were no occurrences of events that would require the Company to perform such activities.

4. Based on such assessment for the Period, the Company has complied in all material respects with the Applicable Servicing Criteria for the Period.

 

2

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report with respect to Management’s assessment of the Company’s compliance with the Applicable Servicing Criteria for the Period.

 

Computershare Trust Company, National Association
By:   /s/ Eileen R. O’Connor
  Eileen R. O’Connor
Title:   Senior Vice President
Dated:   February 18, 2025

 

3

Appendix A to the Company’s Assessment of Compliance with the Applicable Servicing Criteria

 

ABS Platform Transactions

CTCNA Deal

Identifier

    Long Name

BANKONESER1

   

Chase Issuance Trust 

CARVANA2020P1

   

Carvana Auto Receivables Trust 2020-P1 

CARVANA2021N1

   

Carvana Auto Receivables Trust 2021-N1 

CARVANA2021N2

   

Carvana Auto Receivables Trust 2021-N2 

CARVANA2021N3

   

Carvana Auto Receivables Trust 2021-N3 

CARVANA2021N4

   

Carvana Auto Receivables Trust 2021-N4 

CARVANA2021P1

   

Carvana Auto Receivables Trust 2021-P1 

CARVANA2021P2

   

Carvana Auto Receivables Trust 2021-P2 

CARVANA2021P3

   

Carvana Auto Receivables Trust 2021-P3 

CARVANA2021P4

   

Carvana Auto Receivables Trust 2021-P4 

CARVANA2022N1

   

Carvana Auto Receivables Trust 2022-N1 

CARVANA2022P1

   

Carvana Auto Receivables Trust 2022-P1 

CARVANA2022P2

   

Carvana Auto Receivables Trust 2022-P2 

CARVANA2022P3

   

Carvana Auto Receivables Trust 2022-P3 

CARVANA2023N1

   

Carvana Auto Receivables Trust 2023-N1 

CARVANA2023N2

   

Carvana Auto Receivables Trust 2023-N2 

CARVANA2023N3

   

Carvana Auto Receivables Trust 2023-N3 

CARVANA2023N4

   

Carvana Auto Receivables Trust 2023-N4 

CARVANA2023P1

   

Carvana Auto Receivables Trust 2023-P1 

CARVANA2023P2

   

Carvana Auto Receivables Trust 2023-P2 

CARVANA2023P3

   

Carvana Auto Receivables Trust 2023-P3 

CARVANA2023P4

   

Carvana Auto Receivables Trust 2023-P4 

CARVANA2023P5

   

Carvana Auto Receivables Trust 2023-P5 

CARVANA2024N1

   

Carvana Auto Receivables Trust 2024-N1 

CARVANA2024N2

   

Carvana Auto Receivables Trust 2024-N2 

CARVANA2024N3

   

Carvana Auto Receivables Trust 2024-N3 

CARVANA2024P1

   

Carvana Auto Receivables Trust 2024-P1 

CARVANA2024P2

   

Carvana Auto Receivables Trust 2024-P2 

CARVANA2024P3

   

Carvana Auto Receivables Trust 2024-P3 

CARVANA2024P4

   

Carvana Auto Receivables Trust 2024-P4 

CITEL051

   

CIT Education Loan Trust 2005-1 

DTBLAST231

   

Bridgecrest Lending Auto Securitization Trust 2023-1

DTBLAST241

   

Bridgecrest Lending Auto Securitization Trust 2024-1

DTBLAST242

   

Bridgecrest Lending Auto Securitization Trust 2024-2

DTBLAST243

   

Bridgecrest Lending Auto Securitization Trust 2024-3

DTBLAST244

   

Bridgecrest Lending Auto Securitization Trust 2024-4

EART203

   

Exeter Automobile Receivables Trust 2020-3

EART212

   

Exeter Automobile Receivables Trust 2021-2

GMALT213

   

GM Financial Automobile Leasing Trust 2021-3

GMALT221

   

GM Financial Automobile Leasing Trust 2022-1

GMALT222

   

GM Financial Automobile Leasing Trust 2022-2

GMALT223

   

GM Financial Automobile Leasing Trust 2022-3

GMALT231

   

GM Financial Automobile Leasing Trust 2023-1

GMALT232

   

GM Financial Automobile Leasing Trust 2023-2

GMALT233

   

GM Financial Automobile Leasing Trust 2023-3

GMALT241

   

GM Financial Automobile Leasing Trust 2024-1

GMALT242

   

GM Financial Automobile Leasing Trust 2024-2

GMALT243

   

GM Financial Automobile Leasing Trust 2024-3

GMAMCAR241

   

AmeriCredit Automobile Receivables Trust 2024-1

GMCAR203

   

GM Financial Consumer Automobile Receivables Trust 2020-3

GMCAR204

   

GM Financial Consumer Automobile Receivables Trust 2020-4

GREENTREE961

   

Green Tree Manufactured Housing Contract Senior/Subordinate Pass-Through Certificates, Series 1996-1

GREENTREE962

   

Green Tree Manufactured Housing Contract Senior/Subordinate Pass-Through Certificates, Series 1996-2

NAVIENT151

   

Navient Student Loan Trust 2015-1 

NAVIENT152

   

Navient Student Loan Trust 2015-2 

NAVIENT153

   

Navient Student Loan Trust 2015-3 

NSLT043

   

Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2004-3

NSLT044

   

Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2004-4

NSLT051

   

Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2005-1

NSLT052

   

Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2005-2

 

Appendix A-1

ABS Platform Transactions
CTCNA Deal Identifier    Long Name

NSLT053

   

Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2005-3

NSLT054

   

Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2005-4

NSLT061

   

Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2006-1

NSLT062

   

Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2006-2

NSLT063

   

Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2006-3

NSLT071

   

Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2007-1

OAKWOOD2000C

   

Oakwood Mortgage Investors 2000-C Senior/Subordinate Pass-Through Certificates

OAKWOOD2000D

   

Oakwood Mortgage Investors Series 2000-D Senior/Subordinate Pass-Through Certificates

SDART201

   

Santander Drive Auto Receivables Trust 2020-1

SDART202

   

Santander Drive Auto Receivables Trust 2020-2

SDART203

   

Santander Drive Auto Receivables Trust 2020-3

SDART204

   

Santander Drive Auto Receivables Trust 2020-4

SDART211

   

Santander Drive Auto Receivables Trust 2021-1

 

Appendix A-2