**Exhibit 34.2**

 

**Report of Independent Registered Public AccountingFirm**

 

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 accompanyingManagement’s Assessment of Compliance with Applicable Servicing Criteria, that The Bank of New York Mellon (formerly The Bank ofNew York), BNY Mellon Trust of Delaware (formerly BNYM (Delaware)) and The Bank of New York Mellon Trust Company, N.A. (formerly The Bankof New York Trust, Company, N.A.), (collectively, the “Company”) complied with the servicing criteria set forth in Item 1122(d) ofthe Securities and Exchange Commission’s Regulation AB for the publicly-issued (i.e., transaction-level reporting initially requiredunder the Securities and Exchange Act of 1934, as amended) asset-backed securities issued on or after January 1, 2006 and like-kindtransactions issued prior to January 1, 2006 that are subject to Regulation AB (including transactions subject to Regulation AB bycontractual obligation) for which the Company provides trustee, securities administration, paying agent, or custodial services, as definedand to the extent applicable in the transaction agreements, other than residential mortgage-backed securities and other mortgage-relatedasset-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)(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), 1122(d)(4)(xiv) and 1122(d)(4)(xv), which the Company has determined are not applicable to the activities it performswith respect to the Platform (the Servicing Criteria), as of and for the twelve months ended December 31, 2021. With respect to ServicingCriterion 1122(d)(4)(i), the Company has determined that for certain transactions in the Platform the Trustor (as such term is definedin the related transaction agreements) may direct the Trustee (as such term is defined in the related transaction agreements) to file,or cause to be filed, all filings identified by the Trustor to be necessary to maintain the effectiveness of any original filings identifiedby the Trustor to be necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee’s securityinterest in or lien on the Underlying Securities (as such term is defined in the related transaction agreements). As of and for the twelvemonths ended December 31, 2021, the Company was not instructed by any Trustors to perform such activities. Absent the receipt ofinstruction from a Trustor to perform such activities, the Company’s responsibility for Servicing Criterion 1122(d)(4)(i) forthe Platform is solely with regard to the manner of holding trust assets and investment of trust assets in eligible investments and theCompany does 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. With respect to applicable servicing criterion 1122(d)(4)(iii), the Company hasdetermined that there were no activities performed during the twelve months ended December 31, 2021 with respect to the Platform,because there were no occurrences of events that would require the Company to perform such activities. Appendix A to Management’sAssessment of Compliance with Applicable Servicing Criteria identifies the individual asset-backed transactions and securities definedby management as constituting the Platform. 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 Criteriabased on our examination.

 

 

 

 

Our examination was conducted in accordance with the standards of thePublic Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Instituteof Certified Public Accountants to obtain reasonable assurance and, accordingly, included examining, on a test basis, evidence about theCompany’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 transactions and securities that comprise the Platform, testing selected servicingactivities related to the Platform, and determining whether the Company processed those selected transactions and performed those selectedactivities in compliance with the Servicing Criteria. Furthermore, our procedures were limited to the selected transactions and servicingactivities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errorsmay have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported bythe Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examinationprovides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliancewith the Servicing Criteria.

 

As described in Management’s Assessment of Compliance with ApplicableServicing Criteria, for Servicing Criterion 1122(d)(2)(vi), the Company has engaged a vendor to perform the activities required by thisServicing Criterion. The Company has determined that this vendor is not considered a “servicer” as defined in Item 1101(j) ofRegulation AB, and the Company has elected to take responsibility for assessing compliance with the Servicing Criterion applicable tothis 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 designedto provide reasonable assurance that the vendor’s activities comply in all material respects with the Servicing Criterion applicableto the vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply C&DI 200.06 for the vendorand related Servicing Criterion as described in its assertion, and we performed no procedures with respect to the Company’s eligibilityto apply C&DI 200.06.

 

In our opinion, management’s assertion that the Company compliedwith the aforementioned Servicing Criteria, including servicing criterion 1122(d)(2)(vi) for which compliance is determined basedon C&DI 200.06 as described above, as of and for the twelve months ended December 31, 2021 is fairly stated, in all materialrespects.