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Santander Drive Auto Receivables Trust 2019-3

Filed: 31 Mar 22, 12:06pm

Exhibit 34.2

 

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KPMG LLP

Aon Center

Suite 5500

200 E. Randolph Street

Chicago, IL 60601-6436

  

Report of Independent Registered Public Accounting Firm

The Board of Directors

Wells Fargo Bank, National Association:

We have examined management’s assertion, included in the accompanying ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA, that the Corporate Trust Services division of Wells Fargo Bank, National Association (the “Company”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB (the “Servicing Criteria”) for asset-backed securities (“ABS”) transactions for which the Company provides trustee (except Delaware trustee or owner trustee) and/or paying agent services either itself or through a subservicer engaged to perform such services on its behalf, or a combination of both, 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 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) certain 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”) as of and for the twelve months ended December 31, 2021 (the “Period”). The ten-month period from January 1, 2021 to and including October 31, 2021 is referred to herein as the “Pre-Sale Period”, and the two-month period from November 1, 2021 to and including December 31, 2021 is referred to herein as the “Post-Sale Period”.

Applicable Servicing Criteria for the Pre-Sale Period: Management has determined that the Servicing Criteria set forth in Item 1122(d) are applicable to the Company’s obligations in the related transaction agreements with respect to the ABS Platform for the Pre-Sale Period, 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 Pre-Sale 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 “Pre-Sale Applicable Servicing Criteria”).

With respect to Pre-Sale Applicable Servicing Criteria 1122(d)(1)(ii), 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. Appendix A to the ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA identifies the individual asset-backed transactions and securities defined by management as constituting the ABS Platform.

KPMG LLP, a Delaware limited liability partnership and a member firm of

the KPMG global organization of independent member firms affiliated with

KPMG International Limited, a private English company limited by guarantee.


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Applicable Servicing Criteria for the Post-Sale Period: Management has determined that the following servicing criteria set forth in Item 1122(d) are applicable to the Company’s obligations in the related transaction agreements with respect to the ABS Platform for the Post-Sale Period: 1122(d)(1)(ii), 1122(d)(1)(iv), and 1122(d)(2)(vi) (the “Post-Sale Applicable Servicing Criteria,” and together with the Pre-Sale Applicable Servicing Criteria, the “Applicable Servicing Criteria”).

Management is responsible for the Company’s compliance with the Servicing Criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the Applicable Servicing Criteria based on our examination.

Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Institute of Certified Public Accountants to obtain reasonable assurance and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the Applicable Servicing Criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities that comprise the ABS Platform, testing selected servicing activities related to the ABS Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the Applicable Servicing Criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the Applicable Servicing Criteria.

In our opinion, management’s assertion that the Company complied with the aforementioned Pre-Sale Applicable Servicing Criteria during the Pre-Sale Period and the Post-Sale Applicable Servicing Criteria during the Post-Sale Period as of and for the twelve months ended December 31, 2021 is fairly stated, in all material respects.

 

LOGO

Chicago, Illinois

February 21, 2022

 

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LOGO  

Wells Fargo Bank, National

Association

600 South 4th Street

Minneapolis, MN 55415

ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA

The management (“Management”) of the Corporate Trust Services division of Wells Fargo Bank, National Association (the “Company” or “Wells Fargo”) 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 in regard to the servicing platform for the period as follows:

Sale of Corporate Trust Services Business. On March 23, 2021, the Company and certain of its affiliates entered into a definitive agreement with Computershare Trust Company, N.A. (“Computershare Trust Company”), Computershare Delaware Trust Company (“CDTC”) and Computershare Limited (“Computershare Limited,” collectively with Computershare Trust Company and CDTC, “Computershare”) to sell substantially all of its Corporate Trust Services (“CTS”) division. The sale to Computershare closed on November 1, 2021, and virtually all CTS employees of Wells Fargo, along with most existing CTS systems, technology, and offices transferred to Computershare as part of the sale. As of December 31, 2021, Wells Fargo has not transferred to Computershare Trust Company its trustee, paying agent, and/or related roles, and the duties, rights, and liabilities for such roles, under the relevant agreements for any of the ABS Platform transactions. During the Post-Sale Period (defined below), for almost all the ABS Platform transactions1, Wells Fargo engaged Computershare as a subservicer2 to perform most of Wells Fargo’s servicing activities.3 As a result, Wells Fargo has determined that Computershare is a party participating in the servicing function with respect to the ABS Platform, and accordingly, Wells Fargo is not taking responsibility for assessing Computershare’s compliance with the Applicable Servicing Criteria (defined below) relevant to the servicing activities performed by Computershare for the ABS Platform, as of and for the two months ended December 31, 2021.

Period: As of and for the twelve months ended December 31, 2021 (the “Period”). The ten-month period from January 1, 2021 to and including October 31, 2021 is referred to herein as the “Pre-Sale Period,” and the two-month period from November 1, 2021 to and including December 31, 2021 is referred to herein as the “Post-Sale Period.”

 

 

1 

More specifically, the ABS Platform transactions for which Computershare Trust Company acts as agent for Wells Fargo during the Post-Sale Period, performing most of the obligations related to Wells Fargo’s appointed role(s) as trustee and/or paying agent, include (a) all ABS Platform transactions that closed prior to November 1, 2021, and (b) all ABS Platform transactions that closed during the Post-Sale Period; provided, however, that Computershare Trust Company does not act as agent for Wells Fargo on the ABS Platform transactions that terminated in 2021 prior to November 1, 2021.

2 

In this Assessment, the term “subservicer” means agent.

3 

In this Assessment, the term “servicing activities” means the obligations of Wells Fargo in the ABS Platform transactions that Computershare Trust Company performed on behalf of Wells Fargo as its agent during the Post-Sale Period pursuant to a servicing agreement between Wells Fargo and Computershare, which obligations relate to certain Applicable Servicing Criteria.

© 2022 Wells Fargo Bank, N.A. All rights reserved


Platform: The platform consists of asset-backed securities (“ABS”) transactions for which the Company provides trustee (except Delaware trustee or owner trustee) and/or paying agent services, either itself or through a subservicer engaged to perform such services on its behalf, or a combination of both, 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 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) certain 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 for the Pre-Sale Period: All servicing criteria set forth in Item 1122(d) applicable to the Company’s obligations in the related transaction agreements with respect to the ABS Platform for the Pre-Sale Period, 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 Pre-Sale 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 “Pre-Sale Applicable Servicing Criteria”).

Applicable Servicing Criteria for the Post-Sale Period: The following servicing criteria set forth in Item 1122(d) applicable to the Company’s obligations in the related transaction agreements with respect to the ABS Platform for the Post-Sale Period: 1122(d)(1)(ii), 1122(d)(1)(iv), and 1122(d)(2)(vi) (the “Post-Sale Applicable Servicing Criteria,” and together with the Pre-Sale Applicable Servicing Criteria, the “Applicable Servicing Criteria”).

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. 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 Pre-Sale Applicable Servicing Criteria 1122(d)(1)(ii), 1122(d)(4)(i), and 1122(d)(4)(xv), Management has determined that there were no activities performed during the Pre-Sale 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 (i) Pre-Sale Applicable Servicing Criteria for the Pre-Sale Period, and (ii) the Post-Sale Applicable Servicing Criteria for the Post-Sale Period.

 

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KPMG 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.

 

WELLS FARGO BANK, National Association
By: /s/ Robin A. Phelan
 Robin A. Phelan
Title: Vice President
Dated: February 21, 2022

 

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

 

   ABS Platform Transactions

Wells Fargo Deal Identifier

  

Long Name

AMOT181  Ally Master Owner Trust 2018-1
AMOT182  Ally Master Owner Trust 2018-2
AMOT184  Ally Master Owner Trust 2018-4
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
CITEL051  CIT Education Loan Trust 2005-1
EART203  Exeter Automobile Receivables Trust 2020-3
EART212  Exeter Automobile Receivables Trust 2021-2
GMALT183  GM Financial Automobile Leasing Trust 2018-3
GMALT191  GM Financial Automobile Leasing Trust 2019-1
GMALT192  GM Financial Automobile Leasing Trust 2019-2
GMALT193  GM Financial Automobile Leasing Trust 2019-3
GMALT201  GM Financial Automobile Leasing Trust 2020-1
GMALT202  GM Financial Automobile Leasing Trust 2020-2
GMALT203  GM Financial Automobile Leasing Trust 2020-3
GMALT211  GM Financial Automobile Leasing Trust 2021-1
GMALT212  GM Financial Automobile Leasing Trust 2021-2
GMALT213  GM Financial Automobile Leasing Trust 2021-3
GMCAR181  GM Financial Consumer Automobile Receivables Trust 2018-1
GMCAR182  GM Financial Consumer Automobile Receivables Trust 2018-2
GMCAR193  GM Financial Consumer Automobile Receivables Trust 2019-3
GMCAR194  GM Financial Consumer Automobile Receivables Trust 2019-4
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
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
SDART163  Santander Drive Auto Receivables Trust 2016-3
SDART171  Santander Drive Auto Receivables Trust 2017-1
SDART172  Santander Drive Auto Receivables Trust 2017-2
SDART173  Santander Drive Auto Receivables Trust 2017-3
SDART181  Santander Drive Auto Receivables Trust 2018-1
SDART182  Santander Drive Auto Receivables Trust 2018-2
SDART183  Santander Drive Auto Receivables Trust 2018-3
SDART184  Santander Drive Auto Receivables Trust 2018-4
SDART185  Santander Drive Auto Receivables Trust 2018-5
SDART191  Santander Drive Auto Receivables Trust 2019-1
SDART192  Santander Drive Auto Receivables Trust 2019-2
SDART193  Santander Drive Auto Receivables Trust 2019-3
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-1