**Exhibit 34.2**

 

Report of Independent Registered PublicAccounting Firm

 

The Board of Directors

The Bank ofNew York Mellon

BNY Mellon Trustof Delaware

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

 

We have examined management of The Bank of NewYork Mellon (formerly The Bank of New York), BNY Mellon Trust of Delaware (formerly BNYM (Delaware)) and The Bank of New York MellonTrust Company, N.A. (formerly The Bank of New York Trust, Company, N.A.), (collectively, the “Company”) assessment,included in the accompanying Management’s Assessment of Compliance with Applicable Servicing Criteria, that the Company compliedwith 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 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 AB(including transactions subject to Regulation AB by contractual obligation) for which the Company provides trustee, securitiesadministration, paying agent, or custodial services, as defined and to the extent applicable in the transaction agreements, otherthan residential mortgage-backed securities and other mortgage-related asset-backed securities (the Platform), except for servicingcriteria 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 theactivities it performs with respect to the Platform, as of and for the twelve months ended March 31, 2017.With respectto applicable servicing criterion 1122(d)(4)(iii), the Company has determined that there were no activities performed during thetwelve months ended March 31, 2017 with respect to the Platform, because there were no occurrences of events that would requirethe Company to perform such activities. The Company’s management is responsible for the Company’s assessment of compliancewith the servicing criteria. Our responsibility is to express an opinion on management’s assessment about the Company’scompliance with the servicing criteria based on our examination.

 

Our examination was conducted in accordance withthe standards of the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards establishedby the American Institute of Certified Public Accountants. Those standards require that we plan and perform the examination toobtain reasonable assurance about whether management's assessmentabout compliance with the servicing criteria specifiedabove is fairly stated, in all material respects. An examination involves performing procedures to obtain evidence about whethermanagement's assessment is fairly stated, in all material respects. The nature, timing, and extent of the procedures selected dependon our judgment, including an assessment of the risks of material misstatement of management's assessment, whether due to fraudor error. Our examination included testing selected asset-backed transactions and securities that comprise the Platform, testingselected 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 the evidence we obtained is sufficient and appropriate to provide a reasonable basisfor our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

 

 

 

  

As described in the accompanying Management’sAssessment of Compliance with Applicable Servicing Criteria, for servicing criterion 1122(d)(2)(vi), the Company has engaged avendor to perform the activities required by this servicing criterion. The Company has determined that this vendor is not considereda “servicer” as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessingcompliance 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 has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendor’sactivities comply in all material respects with the servicing criterion applicable to the vendor. The Company is solely responsiblefor determining that it meets the SEC requirements to apply C&DI 200.06 for the vendor and related criterion as described inits assessment, and we performed no procedures with respect to the Company’s eligibility to apply C&DI 200.06

 

In our opinion, management’sassessment that the Company complied with the aforementioned servicing criteria, including servicing criterion 1122(d)(2)(vi) forwhich compliance is determined based on C&DI 200.06 as described above as of and for the twelve months ended March 31, 2017is fairly stated, in all material respects.

 

 

Chicago, Illinois