**Exhibit 34.2**

 

**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 servicing criteriaset forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the publicly-issued (i.e., transaction-levelreporting initially required under the Securities and Exchange Act of 1934, as amended) asset-backed securities issued on or afterJanuary 1, 2006 and like-kind transactions issued prior to January 1, 2006 that are subject to Regulation AB for which the Companyprovides trustee, securities administration, paying agent services, 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)(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 has determined are notapplicable to the activities it performs with respect to the Platform, as of and for the twelve months ended March 31, 2015. Withrespect to applicable servicing criteria 1122(d)(2)(iii) and 1122(d)(4)(vii), the Company has determined that there were no activitiesperformed during the twelve months ended March 31, 2015 with respect to the Platform, because there were no occurrences of eventsthat would require the Company to perform such activities. Management is responsible for the Company’s compliance with theservicing criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliancebased 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-backed transactionsand securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining whetherthe Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria.Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company duringthe period covered by this report. Our procedures were not designed to determine whether errors may have occurred either priorto or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the periodcovered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonablebasis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicingcriteria.

 

 

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 to performthe 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 with theservicing criterion applicable to this vendor as permitted by the SEC’s*Compliance and Disclosure Interpretation (“C&DI”)**200.06, Vendors Engaged by Servicers* (C&DI 200.06) (formerly SEC Manual Telephone Interpretation 17.06). As permittedby C&DI 200.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurancethat the vendor’s activities comply in all material respects with the servicing criterion applicable to the vendor. The Companyis solely responsible for determining that it meets the SEC requirements to apply C&DI 200.06 for the vendor and related criterionas described in its Assertion of Compliance with Applicable Servicing Criteria, and we performed no procedures with respect tothe Company’s eligibility to apply C&DI 200.06.

 

In our opinion, management’s assertionthat the Company complied with the aforementioned servicing criteria, including servicing criterion 1122(d)(2)(vi) for which complianceis determined based on C&DI 200.06 as described above, as of and for the twelve months ended March 31, 2015 is fairly stated,in all material respects.

 

 

Chicago, Illinois

May 29, 2015