Exhibit34.2

 

**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, that The Bank of New York Mellon (formerlyThe 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 servicingcriteria 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 ABfor which the Company provides trustee, securities administration, paying agent services, or custodial services, as defined andto 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)(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 hasdetermined are not applicable to the activities it performs with respect to the Platform, as of and for the twelve months endedDecember 31, 2014. With respect to applicable servicing criteria 1122(d)(2)(iii) and 1122(d)(4)(vii), the Company has determinedthat there were no activities performed during the twelve months ended December 31, 2014 with respect to the Platform, becausethere were no occurrences of events that would require the Company to perform such activities. Management is responsible for theCompany’s compliance with the servicing criteria. Our responsibility is to express an opinion on management’s assertionabout 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, accordingly, includedexamining, on a test basis, evidence about the Company’s compliance with the servicing criteria specified above and performingsuch other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backedtransactions and securities that comprise the Platform, testing selected servicing activities related to the Platform, and determiningwhether the Company processed those selected transactions and performed those selected activities in compliance with the servicingcriteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Companyduring the period covered by this report. Our procedures were not designed to determine whether errors may have occurred eitherprior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company duringthe period covered by this report for the selected transactions or any other transactions. We believe that our examination providesa reasonable

basis for our opinion. Our examinationdoes not provide a legal determination on the Company’s compliance with the servicing criteria.

 

As described in the Company’s Assertionof Compliance with Applicable Servicing Criteria, for servicing criterion 1122(d)(2)(vi), the Company has engaged a vendor toperform 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 withthe servicing criterion applicable to this vendor as permitted by the SEC’s*Compliance and Disclosure Interpretation(“CD&I”)**200.06, Vendor’s Engaged by Servicers* (CD&I 200.06) (formerly SEC Manual TelephoneInterpretation 17.06). As permitted by CD&I 200.06, the Company has asserted that it has policies and procedures in placedesigned 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 applyCD&I 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 CD&I 200.06.

 

In our opinion, management’s assertionthat the Company complied with the aforementioned servicing criteria, including criterion 1122(d)(2)(vi) for which complianceis determined based on CD&I 200.06 as described above, as of and for the twelve months ended December 31, 2014 is fairly stated,in all material respects.

 

/s/KPMG LLP

 

Chicago, Illinois

February 27, 2015