**EXHIBIT 34.2**

 

**[LOGO] KPMG**

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Report of Independent Registered PublicAccounting Firm

 

The Board of Directors

The Bank ofNew York Mellon

BNY MellonTrust of Delaware

The Bank of New York MellonTrust Company, N.A.:

 

We have examined management’s assessment,included in the accompanying Management’s Assessment of Compliance with Applicable Servicing Criteria, that The Bank of NewYork Mellon (formerly The Bank of New York), BNY Mellon Trust of Delaware (formerly BNYM (Delaware)) and The Bank of New York MellonTrust Company, N.A. (formerly The Bank of New York Trust, Company, N.A.), (collectively, the “Company”) complied withthe 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 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”), exceptfor 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 notapplicable to the activities it performs with respect to the Platform, as of and for the twelve months ended December 31, 2016.With respect to applicable servicing criterion 1122(d)(4)(iii), the Company has determined that there were no activities performedduring the twelve months ended December 31, 2016 with respect to the Platform, because there were no occurrences of events thatwould require the Company to perform such activities. Management is responsible for the Company’s compliance with the servicingcriteria. Our responsibility is to express an opinion on management’s assessment about the Company’s compliance basedon our examination.

 

Our examination was conducted in accordancewith the standards of the Public Company Accounting Oversight Board (United States) and in accordance with attestation standardsestablished by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidenceabout the Company’s compliance with the servicing criteria specified above and performing such other procedures as we considerednecessary in the circumstances. Our examination included testing selected asset-backed transactions and securities that comprisethe Platform, testing selected servicing activities related to the Platform, and determining whether the Company processed thoseselected transactions and performed those selected activities in compliancewith the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performedby the Company during the period covered by this report. Our procedures were not designed to determine whether errors may haveoccurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by theCompany during the period covered by this report for the selected transactions or any other transactions. We believe that ourexamination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’scompliance with the servicing criteria.

 

KPMG,LLP is a Delaware limited liability partnership, the U.S. member firm of KPMG International Cooperative (“KPMG International”),a Swiss entity

 

 

 

 

**[LOGO] KPMG**

 

As described in the accompanying Management’sAssessment of Compliance with Applicable Servicing Criteria, for servicing criterion 1122(d)(2)(vi), the Company has engaged avendor to perform the activities required by this servicing criterion. The Company has determined that this vendor is not considereda “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 Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendor’sactivities comply in all material respects with the servicing criterion applicable to the vendor. The Company is solely responsiblefor determining that it meets the SEC requirements to apply C&DI 200.06 for the vendor and related criterion as described inits assessment, and we performed no procedures with respect to the Company’s eligibility to apply C&DI 200.06

 

In our opinion, management’s assessmentthat the Company complied with the aforementioned servicing criteria, including servicing criterion 1122(d)(2)(vi) for which complianceis determined based on C&DI 200.06 as described above as of and for the twelve months ended December 31, 2016 is fairly stated,in all material respects.

 

/s/KPMG LLP

 

Chicago, Illinois