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
Management’s 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 (the Servicing Criteria) for the 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 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)(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 performs with respect
to the Platform (the Servicing Criteria), as of and for the twelve months ended December 31, 2022. With respect to Servicing Criterion
1122(d)(4)(i), the Company has determined that for certain transactions in the Platform the Trustor (as such term is defined in 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 identified by the
Trustor to be necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee’s security interest
in or lien on the Underlying Securities (as such term is defined in the related transaction agreements). Management’s Assessment
of Compliance with Applicable Servicing Criteria indicates that as of and for the twelve months ended December 31, 2022, the Company
was not instructed by any Trustors to perform such activities. Absent the receipt of instruction from a Trustor to perform such activities,
the Company’s responsibility for Servicing Criterion 1122(d)(4)(i) for the Platform is solely with regard to the manner of
holding trust assets and investment of trust assets in eligible investments and the Company does not have any duties as to the original
UCC filing and any continuations to perfect the security interest unless instructed to do so by other parties in the transaction agreement.
With respect to servicing criterion 1122(d)(4)(iii), the Company has determined that there were no activities performed during the twelve
months ended December 31, 2022 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’s Assessment of Compliance with Applicable Servicing Criteria identifies
the individual asset-backed transactions and securities defined by 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 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 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.



We are required to be independent and to meet our other ethical responsibilities
in accordance with relevant ethical requirements relating to the examination engagement.



As described in the accompanying Management’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, 2022 is fairly stated, in all material
respects.



|                  | /s/ KPMG LLP
|----------------- | ------------
|                 
|Chicago, Illinois |             
|February 28, 2023 |             





2