**Exhibit 34.2**

 

**Report of IndependentRegistered Public Accounting Firm**

 

The Board of Directors:

The Bankof New York Mellon

BNY MellonTrust of Delaware

The Bank of New YorkMellon Trust Company, N.A.:

 

We have examined management’sassertion, included in the accompanying Management’s Assertion of Compliance with Applicable Servicing Criteria, that TheBank of New York Mellon (formerly The Bank of New York), BNY Mellon Trust of Delaware (formerly BNYM (Delaware)) and The Bank ofNew 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 ABfor the publicly-issued (i.e., transaction-level reporting initially required under the Securities and Exchange Act of 1934, asamended) asset-backed securities issued on or after January 1, 2006 and like-kind transactions issued prior to January 1, 2006that are subject to Regulation AB for which the Company provides trustee, securities administration, paying agent services, orcustodial services, as defined and to the extent applicable in the transaction agreements, other than residential mortgage-backedsecurities 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)(4)(vi), 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,as of and for the twelve months ended March 31, 2016. With respect to applicable servicing criteria 1122(d)(2)(iii) and 1122(d)(4)(vii),the Company has determined that there were no activities performed during the twelve months ended March 31, 2016 with respect tothe Platform, because there were no occurrences of events that would require the Company to perform such activities. Managementis responsible for the Company’s compliance with the servicing criteria. Our responsibility is to express an opinion on management’sassertion about the Company’s compliance based on our examination.

 

Our examination was conducted in accordancewith the attestation standards of the Public Company Accounting Oversight Board (United States)****and the 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 compliance with the servicing criteria. Furthermore, our procedureswere 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 thatmay have affected the balances or amounts calculated or reported by the Company during the period covered by this report for theselected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Ourexamination does not provide a legal determination on the Company’s compliance with the servicing criteria.

 

 

 

 

As described in the accompanying Company’sAssertion of 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) (formerly SEC ManualTelephone Interpretation 17.06). As permitted by C&DI 200.06, the Company has asserted that it has policies and proceduresin place designed to provide reasonable assurance that the vendor’s activities comply in all material respects with the servicingcriterion applicable to the vendor. The Company is solely responsible for determining that it meets the SEC requirements to applyC&DI 200.06 for the vendor and related criterion as described in its Assertion of Compliance with Applicable Servicing Criteria,and we performed no procedures with respect to the Company’s eligibility to apply C&DI 200.06.

 

In our opinion, management’s assertionthat 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 March 31, 2016 is fairly stated,in all material respects. 

 

/s/ KPMG LLP

 

Chicago, Illinois

May 31, 2016