EXHIBIT 99.2 [PricewaterhouseCoopers Letterhead] Report of Independent Accountants  To the Board of
Directors and Management of Merrill Lynch Depositor, Inc.:  We have examined the
accompanying management assertion of Merrill Lynch Depositor, Inc. (the “Company”), that the Company complied
with the PPLUS Minimum Servicing Standards with respect to the PPLUS Trust Series GSC-2 as set forth in Appendix I as of and
for the year ended December 31, 2021. The Company’s management is responsible for its assertion. Our responsibility is
to express an opinion on management's assertion about the Company’s compliance with the specified requirements based on
our examination.  Our examination was conducted in accordance
with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that
we plan and perform the examination to obtain reasonable assurance about whether management's assertion about compliance with the
specified requirements is fairly stated, in all material respects. An examination involves performing procedures to obtain evidence
about whether management’s assertion is fairly stated, in all material respects. The nature, timing and extent of the procedures
selected depend on our judgment, including an assessment of the risks of material misstatement of management’s assertion,
whether due to fraud or error. We believe that the evidence we obtained is sufficient and appropriate to provide a reasonable basis
for our opinion.  Our examination does not provide a legal determination
on the Company’s compliance with the specified requirements.  In our opinion,
management’s assertion that the Company complied with the PPLUS Minimum Servicing Standards with respect to the PPLUS
Trust Series GSC-2 as set forth in Appendix I as of and for the year ended December 31, 2021 is fairly stated, in all
material respects.  /s/ PricewaterhouseCoopers LLP  New York, NY March 8, 2022


---







By:

      /s/ Matthew J. NelsonMatthew J. NelsonPresident
        Merrill Lynch Depositor, Inc.


---










---







Appendix I



PPLUS Minimum Servicing Standards intended
for use

in connection with the Annual Accountants
Report ("AAR")



Below is Merrill Lynch Depositor, Inc.'s ("the
Depositor"), Merrill Lynch Structured Credit Derivatives ("SCD") and the Merrill Lynch Credit Derivatives Operations
Group ("OG") (collectively, “Merrill Lynch”) minimum servicing standards for the PreferredPlus Program ("PPlus").

The
Bank of New York Mellon ("the Bank" or “the Trustee”) acting as Trustee, Custodian, Paying Agent, and Transfer
Agent on behalf of the PPlus Program has agreed to comply with all of the following minimum servicing standards. Merrill Lynch
has obtained a certification from the Bank that it has complied with these criteria for
the period January 1, 2021 to December 31, 2021.

|MINIMUM Servicing STANDARD                                                                                                                                                                                                                                                                               | ApplicableServicing STANDARD                                                                                                                                                                                                                                                
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Reference                                                                                                                                                                                                                                                                                                | Criteria                                                                                                                                                                                                                                                                    
|CUSTODIAL BANK ACCOUNT RECONCILIATIONS                                                                                                                                                                                                                                                                  
|1                                                                                                                                                                                                                                                                                                        | The Bank must reconcile all related custodial bank accounts.                                                                                                                                                                                                                
|The Bank will include the Distribution report as Exhibit 99.1 in the Form 8-Ks filed with the SEC.                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                             
|VERIFICATION OF INCOMING TRUST COLLATERAL INTEREST PAYMENTS                                                                                                                                                                                                                                             
|2                                                                                                                                                                                                                                                                                                        | The Bank must have a tickler system in place so that they will be expecting and monitoring the custodial bank account for receipt of the collateral coupon interest.  Each of the tickler systems shall be updated on an on-going basis as each new trust series is created.
|The Bank will ensure all interest payments are deposited into the custodial bank accounts and related bank clearing accounts on the day the Bank is in receipt of the funds.                                                                                                                             |                                                                                                                                                                                                                                                                             
|The
    Bank must prove the arithmetic accuracy of the amount of interest received by the Trust from the underlying securities and ensure
    that the face amount, description, coupon rate, and maturity date of the securities held in the Trust agree to the PPM Supplement
    dated Date XX, 20XX. |                                                                                                                                                                                                                                                                             



1







|MINIMUM Servicing STANDARD                                                                                                                                                                                                                                                                     | ApplicableServicing STANDARD                                                                                                                                                                                                                                                                                                                                                                                            
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Reference                                                                                                                                                                                                                                                                                      | Criteria                                                                                                                                                                                                                                                                                                                                                                                                                
|TRUST DISBURSEMENTS                                                                                                                                                                                                                                                                           
|3                                                                                                                                                                                                                                                                                              | The
    Bank must prove the arithmetic accuracy of the amount of interest to be paid by the Trust to the Debt Unit holders by referring to
    the PPM Supplement dated Date XX, 20XX.                                                                                                                                                                                                                                  
|The Bank will make all disbursements via wire transfer to The Depository Trust Company ("DTC") on the scheduled trust distribution date as soon as the amount of interest received from the underlying collateral into the custodial bank account has been received and verified for accuracy. |                                                                                                                                                                                                                                                                                                                                                                                                                         
|PARTIAL REDEMPTIONS                                                                                                                                                                                                                                                                           
|4                                                                                                                                                                                                                                                                                              | If there is a partial redemption of the trust certificates the Bank and the Depositor must ensure that the redemption proceeds received by the Trust and distributed by the Bank are in accordance with the series supplement.                                                                                                                                                                                          
|DEFAULTS                                                                                                                                                                                                                                                                                      
|5                                                                                                                                                                                                                                                                                              | If the Bank has actual knowledge of an event of default on the underlying securities that did not cause the Trust to liquidate, the Bank must distribute a formal notice of default to the Depositor, the certificateholders, the rating agencies and SCD/OG.                                                                                                                                                           
|If the Bank has actual knowledge of an event of default on the underlying securities that did not cause the Trust to liquidate, the procedures for a vote or consent of the certificateholders as set forth in the Standard Terms and series Supplement must be complied with.                 |                                                                                                                                                                                                                                                                                                                                                                                                                         
|CALL WARRANT EXERCISES AND OPTIONAL EXCHANGES                                                                                                                                                                                                                                                 
|6                                                                                                                                                                                                                                                                                              | If there is an exercise of call warrants or an optional exchange of trust certificates for underlying securities that did not cause the Trust to liquidate, the Bank must give the Depositor and the affected certificateholders notice of any exercise of call warrants or optional exchange.  Such notice must contain the amount of certificates to be purchased, the call price, and any other relevant information.



2







|MINIMUM Servicing STANDARD             | ApplicableServicing STANDARD                                                                                                                                                                                                                                                                                                       
|-------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Reference                              | Criteria                                                                                                                                                                                                                                                                                                                           
|                                       | If there is an exercise of call warrants or an optional exchange of trust certificates for underlying securities that did not cause the trust to liquidate, the Bank must notify the rating agencies of the call exercise or optional exchange.                                                                                    
|                                       | If there is an exercise of call warrants or an optional exchange of trust certificates for underlying securities that did not cause the trust to liquidate, the Bank must give notice of exercise or optional exchange to the Depositor and certificate registrar of any certificates that were called.                            
|COMMUNICATIONS WITH CERTIFICATEHOLDERS
|7                                      | If there was any occasion for the exercise of voting rights or
        giving consents by the certificateholders, the Bank must provide notice to the certificateholders within 5 business days of the
        Trust's receipt of notice of the occasion and the Bank must vote or give consents as directed by certificateholders.

3