**Exhibit 34.2**

 

**Report of Independent RegisteredPublic Accounting Firm**

 

The Board of Directors

The Bank of New York Mellon

BNY MellonTrust of Delaware

The Bank of New York Mellon Trust Company,N.A.:

 

We have examined The Bank of New York Mellon’s (formerlyThe Bank of New York), BNY Mellon Trust of Delaware’s (formerly BNYM (Delaware)) and The Bank of New York Mellon Trust Company,N.A.’s (formerly The Bank of New York Trust Company, N.A.), (collectively, the Company) compliance with the servicing criteriaset forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB (Servicing Criteria) for the publicly-issued(i.e., transaction-level reporting initially required under the Securities and Exchange Act of 1934, as amended) asset-backed securitiesissued on or after January 1, 2006 and like-kind transactions issued prior to January 1, 2006 that are subject to Regulation AB(including transactions subject to Regulation AB by contractual obligation) for which the Company provides trustee, securitiesadministration, paying agent or custodial services, as defined and to the extent applicable in the transaction agreements, otherthan residential mortgage-backed securities and other mortgage-related asset-backed securities (the Platform), except for servicingcriteria 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(1)(v), 1122(d)(2)(iii), 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 theCompany has determined are not applicable to the activities it performs with respect to the Platform (the Servicing Criteria),as of and for the twelve months ended December 31, 2019. With respect to Servicing Criterion 1122(d)(4)(i), the Company has determinedthat for certain transactions in the Platform the Trustor (as such term is defined in the related transaction agreements) may directthe Trustee (as such term is defined in the related transaction agreements) to file, or cause to be filed, all filings identifiedby the Trustor to be necessary to maintain the effectiveness of any original filings identified by the Trustor to be necessaryunder the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee’s security interest in or lienon the Underlying Securities (as such term is defined in the related transaction agreements). As of and for the twelve months endedDecember 31, 2019 the Company was not instructed by any Trustors to perform such activities. Absent the receipt of instructionfrom a Trustor to perform such activities, the Company’s responsibility for Servicing Criterion 1122(d)(4)(i) for the Platformis solely with regard to the manner of holding trust assets and investment of trust assets in eligible investments and the Companydoes not have any duties as to the original UCC filing and any continuations to perfect the security interest unless instructedto do so by other parties in the transaction agreement. Management is responsible for the Company’s compliance with the ServicingCriteria. Our responsibility is to express an opinion on the Company’s compliance with the Servicing Criteria based on ourexamination.

 

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

 

 

 

 

As described in the Company’s *Assessmentof Compliance with Applicable Servicing Criteria*, for Servicing Criterion 1122(d)(2)(vi), the Company has engaged a vendorto perform the activities required by this Servicing Criterion. 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 assessingcompliance with the Servicing Criterion applicable to this vendor as permitted by the SEC’s *Compliance and DisclosureInterpretation (C&DI) 200.06, Vendors Engaged by Servicers*(C&DI 200.06). As permitted by C&DI 200.06, the Companyhas asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendor’s activitiescomply in all material respects with the Servicing Criterion applicable to the vendor. The Company is solely responsible for determiningthat it meets the SEC requirements to apply C&DI 200.06 for the vendor and related Servicing Criterion as described in itsassertion, and we performed no procedures with respect to the Company’s eligibility to apply C&DI 200.06.

 

Our examination disclosed the following materialnoncompliance with Servicing Criterion 1122(d)(3)(i)(A), as applicable to the Company during the twelve months ended December 31,2019. Certain reports to investors were not prepared in accordance with the timeframes set forth in the transaction agreements.

 

In our opinion, except for the material noncompliancedescribed above, the Company complied, in all material respects, with the aforementioned Servicing Criteria, including ServicingCriterion 1122(d)(2)(vi) for which compliance is determined based on C&DI 200.06 as described above as of and for the twelvemonths ended December 31, 2019.

 

We do not express an opinion or any form ofassurance on the statements in Management’s Discussion of Material Instances of Noncompliance by the Company as set forthin Schedule B to the Company’s *Assessment of Compliance with Applicable Servicing Criteria*.

 

./s/KPMG LLP

 

Chicago, Illinois

February 28, 2020

 

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