**Exhibit 34.2**

 

Reportof Independent Registered Public Accounting Firm

 

The Boardof Directors

The Bank ofNew York Mellon

BNY MellonTrust of Delaware

The Bank ofNew York Mellon Trust Company, N.A.:

 

We have examinedmanagement’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 Bankof 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 thepublicly-issued (i.e., transaction-level reporting initially required under the Securities and Exchange Act of 1934, as amended) asset-backedsecurities issued on or after January 1, 2006 and like-kind transactions issued prior to January 1, 2006 that are subject to RegulationAB (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-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)(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 determinedare not applicable to the activities it performs with respect to the Platform (the Servicing Criteria), as of and for the twelve monthsended December 31, 2021. With respect to Servicing Criterion 1122(d)(4)(i), the Company has determined that for certain transactionsin the Platform the Trustor (as such term is defined in the related transaction agreements) may direct the Trustee (as such term is definedin the related transaction agreements) to file, or cause to be filed, all filings identified by the Trustor to be necessary to maintainthe effectiveness of any original filings identified by the Trustor to be necessary under the Uniform Commercial Code as in effect inany jurisdiction to perfect the Trustee’s security interest in or lien on the Underlying Securities (as such term is defined inthe related transaction agreements). As of and for the twelve months ended December 31, 2021, the Company was not instructed by any Trustorsto perform such activities. Absent the receipt of instruction from a Trustor to perform such activities, the Company’s responsibilityfor Servicing Criterion 1122(d)(4)(i) for the Platform is solely with regard to the manner of holding trust assets and investment oftrust assets in eligible investments and the Company does not have any duties as to the original UCC filing and any continuations toperfect the security interest unless instructed to do so by other parties in the transaction agreement. With respect to applicable servicingcriterion 1122(d)(4)(iii), the Company has determined 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’s Assessment of Compliance with Applicable Servicing Criteria identifies the individual asset-backed transactionsand securities defined by management as constituting the Platform. Management is responsible for the Company’s compliance withthe Servicing Criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliancewith the Servicing Criteria based on our examination.

 

Our examinationwas conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance withattestation 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 otherprocedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securitiesthat comprise the Platform, testing selected servicing activities related to the Platform, and determining whether the Company processedthose selected 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 that may haveaffected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactionsor any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not providea legal determination on the Company’s compliance with the Servicing Criteria.

 

 

 

 

As describedin Management’s Assessment of Compliance with Applicable Servicing Criteria, for Servicing Criterion 1122(d)(2)(vi), the Companyhas engaged a vendor to perform the activities required by this Servicing Criterion. The Company has determined that this vendor is notconsidered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility forassessing compliance 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 hasasserted that it has policies and procedures in place designed to provide reasonable assurance that the vendor’s activities complyin all material respects with the Servicing Criterion applicable to the vendor. The Company is solely responsible for determining thatit 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, 2021is fairly stated, in all material respects.

 

/s/KPMGLLP

 

Chicago, Illinois