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**Exhibit 34.2**

 

Report of Independent Registered PublicAccounting Firm

The Board of Directors

The Corporate Trust Services division of Wells Fargo Bank, National Association:

 

We have examined management’s assertion, included in theaccompanying Assessment of Compliance with the Applicable Servicing Criteria, that the Corporate Trust Services division of WellsFargo Bank, National Association (the Company) complied with the Servicing Criteria set forth in Item 1122(d) of the Securitiesand Exchange Commission’s Regulation AB (the Servicing Criteria) for asset-backed securities (ABS) transactions for whichthe Company provides trustee (except Delaware trustee or owner trustee) and/or paying agent services and for which either (i) someor all of the issued securities for such ABS transactions were publicly offered pursuant to a registration statement deliveredunder the Securities Act of 1933, as amended, or (ii) the issued securities for such ABS transactions were privately offered pursuantto an exemption from registration and the Company has an obligation under the transaction agreements to deliver an assessment ofcompliance with the applicable Servicing Criteria under Item 1122(d) of Regulation AB; provided however that, the platform excludes(a) any transactions for which the securities issued are mortgage-backed securities or mortgage-related asset-backed securitiesand (b) certain transactions for which the issuing entity has a fiscal year that ends on a date other than the end of the calendaryear (the ABS Platform) as of and for the twelve months ended December 31, 2019. Management has determined that all the ServicingCriteria set forth in Item 1122(d) are applicable to the Company’s obligations in the related transaction agreements withrespect to the ABS Platform as of and for the twelve months ended December 31, 2019, except for the following Servicing Criteria:1122(d)(1)(v), 1122(d)(2)(iii), 1122(d)(3)(i)(B), 1122(d)(3)(i)(C), 1122(d)(3)(i)(D), 1122(d)(4)(ii), 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)and 1122(d)(4)(xiv), which management has determined are not applicable to the Company’s obligations in the related transactionagreements with respect to the ABS Platform as of and for the twelve months ended December 31, 2019; provided however that, withrespect to the ABS Platform (a) Servicing Criterion 1122(d)(3)(i)(A) is applicable only as it relates to the Company’s obligationto distribute or make available to investors, in accordance with the timeframes set forth in the transaction agreements, the relevantinvestor reports received by the Company from the entity preparing such reports; (b) Servicing Criterion 1122(d)(3)(ii) is applicableonly as it relates to the Company’s obligation to make remittances to investors in accordance with the transaction agreements;and (c) Servicing Criterion 1122(d)(4)(iii) is applicable only as it relates to the Company’s obligation to obtain an Officer’sCertificate from the servicer and report any additions, removals and substitutions to investors on the relevant investor report,in each case, in accordance with the transaction agreements (the Applicable Servicing Criteria). With respect to applicable ServicingCriteria 1122(d)(1)(ii), 1122(d)(4)(i) and 1122(d)(4)(xv), management has determined that there were no activities performed duringthe twelve months ended December 31, 2019 with respect to the ABS Platform, because there were no occurrences of events that wouldrequire the Company to perform such activities. Appendix A to the Assessment of Compliance with the Applicable Servicing Criteriaidentifies the individual asset-backed transactions and securities defined by management as constituting the ABS Platform. 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 with the Servicing Criteria based on our examination.

 

 

 

 

Our examination was conducted in accordance with the standardsof the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by theAmerican Institute of Certified Public Accountants to obtain reasonable assurance and, accordingly, included examining, on a testbasis, evidence about the Company’s compliance with the Servicing Criteria and performing such other procedures as we considerednecessary in the circumstances. Our examination included testing selected asset-backed transactions and securities that comprisethe ABS Platform, testing selected servicing activities related to the ABS Platform, and determining whether the Company processedthose selected transactions and performed those selected activities in compliance with the Servicing Criteria. Furthermore, ourprocedures were limited to the selected transactions and servicing activities performed by the Company during the period coveredby this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent toour tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by thisreport for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis forour opinion. Our examination does not provide a legal determination on the Company’s compliance with the Servicing Criteria.

 

In our opinion, management’s assertion that the Companycomplied with the aforementioned Servicing Criteria as of and for the twelve months ended December 31, 2019 is fairly stated, inall material respects.

 

/s/ KPMG LLP

 

Chicago, Illinois

February 19, 2020

 

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