**Exhibit 34.2**

 

** Report of Independent Registered PublicAccounting Firm**

** **

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 accompanyingAssessment 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 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) ofthe 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-kindtransactions issued prior to January 1, 2006 that are subject to Regulation AB (including transactions subject to Regulation ABby 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-backed securities and othermortgage-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)(vi), 1122(d)(4)(vii), 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(the Servicing Criteria), as of and for the twelve months ended December 31, 2018. With respect to applicable servicing criterion1122(d)(4)(iii), the Company has determined that there were no activities performed during the twelve months ended December 31,2018 with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities.Management is responsible for the Company's compliance with the Servicing Criteria. Our responsibility is to express an opinionon management's assertion about the Company's compliance with the Servicing Criteria based on our examination.

 

Our examination was conducted in accordance with the standards ofthe Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the AmericanInstitute 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 other procedures as we considered necessaryin the circumstances. Our examination included testing selected asset-backed transactions and securities that comprise the Platform,testing selected servicing activities related to the Platform, and determining whether the Company processed those selected transactionsand performed those selected activities in compliance with the Servicing Criteria. Furthermore, our procedures were limited tothe selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedureswere not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affectedthe 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 notprovide a legal determination on the Company's compliance with the Servicing Criteria.

  

 

 

 

As described in the Company's Assessment of Compliance with ApplicableServicing Criteria, for servicing criterion 1122(d)(2)(vi), the Company has engaged a vendor to perform the activities requiredby this servicing criterion. The Company has determined that this vendor is not considered a "servicer" as defined inItem 1101 (j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicingcriterion applicable to this vendor as permitted by the SEC's *Compliance and Disclosure Interpretation (C&DI) 200.06, VendorsEngaged by Servicers*(C&DI 200.06). As permitted by C&DI 200.06, the Company has asserted that it has policies andprocedures in place designed to provide reasonable assurance that the vendor's activities comply in all material respects withthe servicing criterion applicable to the vendor. The Company is solely responsible for determining that it meets the SEC requirementsto apply C&DI 200.06 for the vendor and related servicing criterion as described in its assertion, and we performed no procedureswith respect to the Company's eligibility to 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 basedon C&DI 200.06 as described above, as of and for the twelve months ended December 31, 2018 is fairly stated, in all materialrespects.

 

/s/ KPMG LLP

 

Chicago, Illinois

February 28, 2019