**Exhibit 34.2**

** **

 

**Report of Independent Registered Public Accounting Firm**

 

The Board of Directors The Bank of New York Mellon BNY Mellon Trust of Delaware The Bank of New York Mellon Trust Company, N.A.:

 

We have examined management’s assertion, included in the accompanying Assessment of Compliance with Applicable Servicing Criteria, that The Bank of New York Mellon (formerly The Bank of New York), BNY Mellon Trust of Delaware (formerly BNYM (Delaware)) and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), (collectively, the Company) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the publicly-issued (i.e., transaction-level reporting initially required under the Securities and Exchange Act of 1934, as amended) asset-backed securities issued 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, securities administration, paying agent or custodial services, as defined and to the extent applicable in the transaction agreements, other than residential mortgage-backed securities and other mortgage-related asset-backed securities (the Platform), except for servicing criteria 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(1)(v), 1122(d)(2)(iii), 1122(d)(4)(vi), 1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and 1122(d)(4)(xiv), which the Company 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, 2018.  With respect to applicable servicing criterion 1122(d)(4)(iii), the Company has determined that there were no activities performed during the twelve months ended December 31, 2018 with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities.  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 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 Servicing Criteria and performing such other procedures as we considered necessary in the circumstances.  Our examination included testing selected asset-backed

 

KPMG LLP is a Delaware limited liability partnership and the U.S. member

firm of the KPMG network of independent member firms affiliated with

KPMG International Cooperative (“KPMG International”), a Swiss entity.

 

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transactions and securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the 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 Servicing Criteria.

 

As described in the Company’s Assessment of Compliance with Applicable Servicing Criteria, for servicing criterion 1122(d)(2)(vi), the Company has engaged a vendor to 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 assessing compliance with the servicing criterion applicable to this vendor as permitted by the SEC’s *Compliance and Disclosure Interpretation (C&DI) 200.06, Vendors Engaged by Servicers* (C&DI 200.06).  As permitted by C&DI 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 criterion applicable to the vendor.  The Company is solely responsible for determining that it meets the SEC requirements to apply C&DI 200.06 for the vendor and related servicing criterion as described in its assertion, and we performed no procedures with respect to the Company’s eligibility to apply C&DI 200.06.

 

In our opinion, management’s assertion that the Company complied with the aforementioned Servicing Criteria, including servicing criterion 1122(d)(2)(vi) for which compliance is determined based on C&DI 200.06 as described above, as of and for the twelve months ended December 31, 2018 is fairly stated, in all material respects.

 

 

Chicago, Illinois February 28, 2019

 

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ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA

 

Management of The Bank of New York Mellon (formerly The Bank of New York), BNY Mellon Trust of Delaware (formerly BNYM (Delaware)) and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), (collectively, the “Company”) is responsible for assessing the Company’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission.  The Company’s management has determined that the servicing criteria are applicable in regard to the servicing platform as of and for the period as follows:

 

Platform:  Publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) asset-backed securities issued 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, securities administration, paying agent or custodial services, as defined and to the extent applicable in the transaction agreements, other than residential mortgage-backed securities and other mortgage-related asset-backed securities (the “Platform”).

 

Period:  The twelve months ended December 31, 2018 (the “Period”).

 

Applicable Servicing Criteria:  All servicing criteria set forth in Item 1122(d), to the extent required by the related transaction agreements as to any transaction, except as set forth in the column titled “Not Applicable To Platform” in Appendix 1 attached hereto.

 

With respect to servicing criterion 1122(d)(2)(vi) the Company’s management has engaged a vendor to perform the activities required by the servicing criterion.  The Company’s management has determined that this vendor is not considered a “servicer” as defined in Item 1101 (j) of Regulation AB, and the Company’s management has elected to take responsibility for assessing compliance with the servicing criterion applicable to this vendor as permitted by the SEC’s *Compliance and Disclosure Interpretation 200.06, Vendors Engaged by Servicers*(“C&DI 200.06”).  The Company’s management 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.  The Company’s management is solely responsible for determining that it meets the SEC requirements to apply C&DI 200.06 for the vendor and related servicing criterion.

 

With respect to the Platform as of and for the Period, the Company provides the following assessment of compliance in respect of the Applicable Servicing Criteria:

 

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

 

2.     The Company’s management has assessed compliance with the Applicable Servicing Criteria, including the servicing criterion for which compliance is determined based on C&DI 200.06 as described above as of and for the Period.  In making 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 servicing criterion 1122(d)(4)(iii), there were no activities performed during the Period with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities.

 

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

 

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

 

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| The Bank of New York Mellon                       |   | BNY Mellon Trust of Delaware |
|---------------------------------------------------|--------|------------------------------|
|                                              |   |                         |
|                                              |   |                         |
| /s/ Alphonse Briand Jr.                           |   | /s/ Robert L. Griffin        |
| Alphonse Briand Jr.                               |   | Robert L. Griffin            |
| Authorized Signatory                              |   | Authorized Signatory         |
|                                              |   |                         |
|                                              |   |                         |
| The Bank of New York Mellon Trust   Company, N.A. |   |                         |
|                                              |   |                         |
|                                              |   |                         |
| /s/ Antonio I. Portuondo                          |   |                         |
| Antonio I. Portuondo                              |   |                         |
| Authorized Signatory                              |   |                         |

 

 

Dated:  February 28, 2019

 

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APPENDIX I

 
| ** **                  | ** ** | ** **                                                                                                                                                                                                                                                              | ** ** | **APPLICABLE TO PLATFORM**                | ** ** | ** **                                                                                                   |
|-----------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------|
| **REG AB   REFERENCE** | ** ** | **SERVICING CRITERIA**                                                                                                                                                                                                                                             | ** ** | **Performed   Directly by the   Company** | ** ** | **Performed by   Vendor(s) for   which the   Company is the   Responsible   Party** | ** ** | **NOT APPLICABLE   TO PLATFORM** |
| ** **                  | ** ** | **General servicing considerations**                                                                                                                                                                                                                                    | ** ** | ** **                                          | ** ** | ** **                                                                                                   | ** ** | ** ** |
| 1122(d)(1)(i)               | ** ** | Policies and procedures are instituted to monitor any   performance or other triggers and events of default in accordance with the   transaction agreements.                                                                                                            | ** ** | X                                                   | ** ** |                                                                                                         | ** ** |   |
| 1122(d)(1)(ii)              | ** ** | If any material servicing activities are outsourced to third   parties, policies and procedures are instituted to monitor the third party’s   performance and compliance with such servicing activities.                                                           | ** ** | X                                                   | ** ** |                                                                                                         | ** ** |   |
| 1122(d)(1)(iii)             | ** ** | Any requirements in the transaction agreements to maintain a   back-up servicer for the pool assets are maintained.                                                                                                                                                     | ** ** |                                                | ** ** |                                                                                                         | ** ** | X |
| 1122(d)(1)(iv)              | ** ** | A fidelity bond and errors and omissions policy is in effect on   the party participating in the servicing function throughout the reporting   period in the amount of coverage required by and otherwise in accordance with   the terms of the transaction agreements. | ** ** |                                                | ** ** |                                                                                                         | ** ** | X |
| 1122(d)(1)(v)               | ** ** | Aggregation of information, as applicable, is mathematically   accurate and the information conveyed accurately reflects the information.                                                                                                                               | ** ** |                                                | ** ** |                                                                                                         | ** ** | X |
|                        | ** ** | **Cash collection and administration**                                                                                                                                                                                                                                  | ** ** |                                                | ** ** |                                                                                                         | ** ** |   |
| 1122(d)(2)(i)               | ** ** | Payments on pool assets are deposited into the appropriate   custodial bank accounts and related bank clearing accounts no more than two   business days of receipt, or such other number of days specified in the   transaction agreements.                            | ** ** | X                                                   | ** ** |                                                                                                         | ** ** |   |
| 1122(d)(2)(ii)              | ** ** | Disbursements made via wire transfer on behalf of an obligor or   to an investor are made only by authorized personnel.                                                                                                                                                 | ** ** | X                                                   | ** ** |                                                                                                         | ** ** |   |
| 1122(d)(2)(iii)             | ** ** | Advances of funds or guarantees regarding collections, cash   flows or distributions, and any interest or other fees charged for such   advances, are made, reviewed and approved as specified in the transaction   agreements.                                         | ** ** |                                                | ** ** |                                                                                                         | ** ** | X |
| 1122(d)(2)(iv)              | ** ** | The related accounts for the transaction, such as cash reserve   accounts or accounts established as a form of over collateralization, are separately   maintained                                                                                                      | ** ** | X                                                   | ** ** |                                                                                                         | ** ** |   |

 

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| ** **                  | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ** ** | **APPLICABLE TO PLATFORM**                | ** ** | ** **                                                                                                   |
|-----------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------|
| **REG AB   REFERENCE** | ** ** | **SERVICING CRITERIA**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ** ** | **Performed   Directly by the   Company** | ** ** | **Performed by   Vendor(s) for   which the   Company is the   Responsible   Party** | ** ** | **NOT APPLICABLE   TO PLATFORM** |
|                        | ** ** | (*e.g.*, with respect to   commingling of cash) as set forth in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ** ** |                                                | ** ** |                                                                                                         | ** ** |   |
| 1122(d)(2)(v)               | ** ** | Each custodial account is maintained at a federally insured   depository institution as set forth in the transaction agreements. For   purposes of this criterion, “federally insured depository institution” with   respect to a foreign financial institution means a foreign financial   institution that meets the requirements of Rule 240.13k-1(b)(1) of   this chapter.                                                                                                                                                                                                                                                                                                                                                 | ** ** | X                                                   | ** ** |                                                                                                         | ** ** |   |
| 1122(d)(2)(vi)              | ** ** | Unissued checks are safeguarded so as to prevent unauthorized   access.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ** ** |                                                | ** ** | X                                                                                                            | ** ** |   |
| 1122(d)(2)(vii)             | ** ** | Reconciliations are prepared on a monthly basis for all   asset-backed securities related bank accounts, including custodial accounts and   related bank clearing accounts. These reconciliations (A) Are   mathematically accurate; (B) Are prepared within 30 calendar days after   the bank statement cutoff date, or such other number of days specified in the   transaction agreements; (C) Are reviewed and approved by someone other   than the person who prepared the reconciliation; and (D) Contain   explanations for reconciling items. These reconciling items are resolved   within 90 calendar days of their original identification, or such other   number of days specified in the transaction agreements. | ** ** | X                                                   | ** ** |                                                                                                         | ** ** |   |
|                        | ** ** | **Investor remittances and reporting**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ** ** |                                                | ** ** |                                                                                                         | ** ** |   |
| 1122(d)(3)(i)               | ** ** | Reports to investors, including those to be filed with the   Commission, are maintained in accordance with the transaction agreements and   applicable Commission requirements. Specifically, such reports (A) Are   prepared in accordance with timeframes and other terms set forth in the   transaction agreements; (B) Provide information calculated in accordance   with the terms specified in the transaction agreements; (C) Are filed   with the Commission as required by its rules and regulations; and   (D) Agree with investors’ or the trustee’s records as to the total   unpaid principal balance and number of pool assets serviced by the servicer.                                         | ** ** | X                                                   | ** ** |                                                                                                         | ** ** |   |

 

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| ** **                  | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                               | ** ** | **APPLICABLE TO PLATFORM**                | ** ** | ** **                                                                                                   |
|-----------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------|
| **REG AB   REFERENCE** | ** ** | **SERVICING CRITERIA**                                                                                                                                                                                                                                                                                                                                                                                                              | ** ** | **Performed   Directly by the   Company** | ** ** | **Performed by   Vendor(s) for   which the   Company is the   Responsible   Party** | ** ** | **NOT APPLICABLE   TO PLATFORM** |
| 1122(d)(3)(ii)              | ** ** | Amounts due to investors are allocated and remitted in   accordance with timeframes, distribution priority and other terms set forth   in the transaction agreements.                                                                                                                                                                                                                                                                    | ** ** | X                                                   | ** ** |                                                                                                         | ** ** |   |
| 1122(d)(3)(iii)             | ** ** | Disbursements made to an investor are posted within two business   days to the servicer’s investor records, or such other number of days   specified in the transaction agreements.                                                                                                                                                                                                                                                 | ** ** | X                                                   | ** ** |                                                                                                         | ** ** |   |
| 1122(d)(3)(iv)              | ** ** | Amounts remitted to investors per the investor reports agree   with cancelled checks, or other form of payment, or custodial bank   statements.                                                                                                                                                                                                                                                                                          | ** ** | X                                                   | ** ** |                                                                                                         | ** ** |   |
|                        | ** ** | **Pool asset administration**                                                                                                                                                                                                                                                                                                                                                                                                            | ** ** |                                                | ** ** |                                                                                                         | ** ** |   |
| 1122(d)(4)(i)               | ** ** | Collateral or security on pool assets is maintained as required   by the transaction agreements or related pool asset documents.                                                                                                                                                                                                                                                                                                         | ** ** | X                                                   | ** ** |                                                                                                         | ** ** |   |
| 1122(d)(4)(ii)              | ** ** | Pool asset and related documents are safeguarded as required by   the transaction agreements.                                                                                                                                                                                                                                                                                                                                            | ** ** | X                                                   | ** ** |                                                                                                         | ** ** |   |
| 1122(d)(4)(iii)             | ** ** | Any additions, removals or substitutions to the asset pool are   made, reviewed and approved in accordance with any conditions or requirements   in the transaction agreements.                                                                                                                                                                                                                                                          | ** ** | X                                                   | ** ** |                                                                                                         | ** ** |   |
| 1122(d)(4)(iv)              | ** ** | Payments on pool assets, including any payoffs, made in   accordance with the related pool asset documents are posted to the applicable   servicer’s obligor records maintained no more than two business days after   receipt, or such other number of days specified in the transaction   agreements, and allocated to principal, interest or other items (*e.g.*, escrow) in accordance with the related pool asset   documents. | ** ** | X                                                   | ** ** |                                                                                                         | ** ** |   |
| 1122(d)(4)(v)               | ** ** | The servicer’s records regarding the pool assets agree with the   servicer’s records with respect to an obligor’s unpaid principal balance.                                                                                                                                                                                                                                                                               | ** ** | X                                                   | ** ** |                                                                                                         | ** ** |   |
| 1122(d)(4)(vi)              | ** ** | Changes with respect to the terms or status of an obligor’s pool   assets (e.g., loan modifications or re-agings) are made, reviewed and   approved by authorized personnel in accordance with the                                                                                                                                                                                                                                  | ** ** |                                                | ** ** |                                                                                                         | ** ** | X |

 

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| ** **                  | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ** ** | **APPLICABLE TO PLATFORM**                | ** ** | ** **                                                                                                   |
|-----------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------|
| **REG AB   REFERENCE** | ** ** | **SERVICING CRITERIA**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ** ** | **Performed   Directly by the   Company** | ** ** | **Performed by   Vendor(s) for   which the   Company is the   Responsible   Party** | ** ** | **NOT APPLICABLE   TO PLATFORM** |
|                        | ** ** | transaction agreements and related pool asset documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | ** ** |                                                | ** ** |                                                                                                         | ** ** |   |
| 1122(d)(4)(vii)             | ** ** | Loss mitigation or recovery actions (e.g., forbearance plans,   modifications and deeds in lieu of foreclosure, foreclosures and   repossessions, as applicable) are initiated, conducted and concluded in   accordance with the timeframes or other requirements established by the   transaction agreements.                                                                                                                                                                                                                                                                                                         | ** ** |                                                | ** ** |                                                                                                         | ** ** | X |
| 1122(d)(4)(viii)            | ** ** | Records documenting collection efforts are maintained during the   period a pool asset is delinquent in accordance with the transaction   agreements. Such records are maintained on at least a monthly basis, or such   other period specified in the transaction agreements, and describe the   entity’s activities in monitoring delinquent pool assets including, for   example, phone calls, letters and payment rescheduling plans in cases where   delinquency is deemed temporary (*e.g.*, illness   or unemployment).                                                                                    | ** ** |                                                | ** ** |                                                                                                         | ** ** | X |
| 1122(d)(4)(ix)              | ** ** | Adjustments to interest rates or rates of return for pool assets   with variable rates are computed based on the related pool asset documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ** ** | X                                                   | ** ** |                                                                                                         | ** ** |   |
| 1122(d)(4)(x)               | ** ** | Regarding any funds held in trust for an obligor (such as escrow   accounts); (A) Such funds are analyzed, in accordance with the obligor’s   pool asset documents, on at least an annual basis, or such other period   specified in the transaction agreements; (B) Interest on such funds is   paid, or credited, to obligors in accordance with applicable pool asset   documents and state laws; and (C) Such funds are returned to the obligor   within 30 calendar days of full repayment of the related pool asset, or such   other number of days specified in the transaction agreements. | ** ** |                                                | ** ** |                                                                                                         | ** ** | X |
| 1122(d)(4)(xi)              | ** ** | Payments made on behalf of an obligor (such as tax or insurance   payments) are made on or before the related penalty or expiration dates, as   indicated on the appropriate bills or notices for such payments, provided   that such support has been received by the servicer at least 30                                                                                                                                                                                                                                                                                                                            | ** ** |                                                | ** ** |                                                                                                         | ** ** | X |

 

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| ** **                  | ** ** | ** **                                                                                                                                                                                                                                          | ** ** | **APPLICABLE TO PLATFORM**                | ** ** | ** **                                                                                                   |
|-----------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------|
| **REG AB   REFERENCE** | ** ** | **SERVICING CRITERIA**                                                                                                                                                                                                                         | ** ** | **Performed   Directly by the   Company** | ** ** | **Performed by   Vendor(s) for   which the   Company is the   Responsible   Party** | ** ** | **NOT APPLICABLE   TO PLATFORM** |
|                        | ** ** | calendar days prior to these dates, or such other number of days   specified in the transaction agreements.                                                                                                                                         | ** ** |                                                | ** ** |                                                                                                         | ** ** |   |
| 1122(d)(4)(xii)             | ** ** | Any late payment penalties in connection with any payment to be   made on behalf of an obligor are paid from the servicer’s funds and not   charged to the obligor, unless the late payment was due to the obligor’s   error or omission. | ** ** |                                                | ** ** |                                                                                                         | ** ** | X |
| 1122(d)(4)(xiii)            | ** ** | Disbursements made on behalf of an obligor are posted within two   business days to the obligor’s records maintained by the servicer, or such   other number of days specified in the transaction agreements.                                  | ** ** |                                                | ** ** |                                                                                                         | ** ** | X |
| 1122(d)(4)(xiv)             | ** ** | Delinquencies, charge-offs and uncollectible accounts are   recognized and recorded in accordance with the transaction agreements.                                                                                                                  | ** ** |                                                | ** ** |                                                                                                         | ** ** | X |
| 1122(d)(4)(xv)              | ** ** | Any external enhancement or other support, identified in Item   1114(a)(1) through (3) or Item 1115 of this Regulation AB, is   maintained as set forth in the transaction agreements.                                                    | ** ** | X                                                   | ** ** |                                                                                                         | ** ** |   |

 

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