**Exhibit 34.2**

 

Report of Independent Registered Public AccountingFirm

 

The Board of Directors

The Bank of New York Mellon

BNY Mellon Trust of Delaware

The Bank of New York Mellon Trust Company, N.A.:

 

We have examined management’s assertion, included in the accompanyingManagement’s Assessment of Compliance with Applicable Servicing Criteria, that The Bank of New York Mellon (formerly The Bank ofNew York), BNY Mellon Trust of Delaware (formerly BNYM (Delaware)) and The Bank of New York Mellon Trust Company, N.A. (formerly The Bankof 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 the publicly-issued (i.e., transaction-level reporting initially requiredunder the Securities and Exchange Act of 1934, as amended) asset-backed securities issued on or after January 1, 2006 and like-kind transactionsissued 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, securities administration, paying agent, or custodial services, as defined and to the extent applicablein the transaction agreements, other than residential mortgage-backed securities 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 determined are not applicable to the activities it performs with respect tothe Platform (the Servicing Criteria), as of and for the twelve months ended December 31, 2021. With respect to Servicing Criterion 1122(d)(4)(i),the Company has determined that for certain transactions in the Platform the Trustor (as such term is defined in the related transactionagreements) may direct the Trustee (as such term is defined in the related transaction agreements) to file, or cause to be filed, allfilings identified by the Trustor to be necessary to maintain the effectiveness of any original filings identified by the Trustor to benecessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee’s security interest in or lienon the Underlying Securities (as such term is defined in the related transaction agreements). As of and for the twelve months ended December31, 2021, the Company was not instructed by any Trustors to perform such activities. Absent the receipt of instruction from a Trustorto perform such activities, the Company’s responsibility for Servicing Criterion 1122(d)(4)(i) for the Platform is solely with regardto the manner of holding trust assets and investment of trust assets in eligible investments and the Company does not have any dutiesas to the original UCC filing and any continuations to perfect the security interest unless instructed to do so by other parties in thetransaction agreement. With respect to applicable servicing criterion 1122(d)(4)(iii), the Company has determined that there were no activitiesperformed during the twelve months ended December 31, 2021 with respect to the Platform, because there were no occurrences of eventsthat would require the Company to perform such activities. Appendix A to Management’s Assessment of Compliance with Applicable ServicingCriteria identifies the individual asset-backed transactions and securities defined by management as constituting the 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 standards of thePublic Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Instituteof Certified Public Accountants to obtain reasonable assurance and, accordingly, included examining, on a test basis, evidence about theCompany’s compliance with the Servicing Criteria and performing such other procedures as we considered necessary in the circumstances.Our examination included testing selected asset-backed transactions and securities that comprise the Platform, testing selected servicingactivities related to the Platform, and determining whether the Company processed those selected transactions and performed those selectedactivities in compliance with the Servicing Criteria. Furthermore, our procedures were limited to the selected transactions and servicingactivities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errorsmay have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported bythe Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examinationprovides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliancewith the Servicing Criteria.

 

 

 

 

As described in Management’s Assessment of Compliance with ApplicableServicing Criteria, for Servicing Criterion 1122(d)(2)(vi), the Company has engaged a vendor to perform the activities required by thisServicing 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 with the Servicing Criterion applicableto this vendor as permitted by the SEC’s *Compliance and Disclosure Interpretation (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 designedto provide reasonable assurance that the vendor’s activities comply in all material respects with the Servicing Criterion applicableto the vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply C&DI 200.06 for the vendorand related Servicing Criterion as described in its assertion, and we performed no procedures with respect to the Company’s eligibilityto apply C&DI 200.06.

 

In our opinion, management’s assertion that the Company compliedwith the aforementioned Servicing Criteria, including servicing criterion 1122(d)(2)(vi) for which compliance is determined based on C&DI200.06 as described above, as of and for the twelve months ended December 31, 2021 is fairly stated, in all material respects.

 

/s/ KPMG LLP

 

Chicago, Illinois