Exhibit 34.1


Aon Center
 Suite5500
 200 East RandolphDrive
 Chicago, IL 60601-6436
     Report of Independent Registered Public Accounting 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 the compliance of The Bank of New York Mellon (formerly The Bank of New York), BNY Mellon Trust of Delaware (formerly 8NYM (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") 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 required under the Securities and Exchange Act of 1934, as amended) asset-backed securities issued on or after January 1, 2006 and like-kind transactions issued prior to January 1, 2006 that are subject to Regulation AB for which the Company provides trustee, securities administration or paying agent services, as defined and to the extent applicable in the transaction agreements, other than residential mortgage-backed securities and other mortgage-related asset-backed securities (the "Platform"), except for servicing criteria 1122(d)(l)(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), 11 22(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, as of and for the twelve months ended December 31, 2013. With respect to applicable servicing criteria 1122(d)(2)(iii) and 1122(d)(4)(vii), the Company has determined that there were no activities performed during the twelve months ended December 31, 2013 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 opinion on the Company's compliance based on our examination.
  Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the servicing criteria specified above 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 servicing activities related to the Platform, and determining whether the 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 during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the servicing criteria.
           [Footer to Letterhead]KPMG LLP is a Delware limited liability partnership, the U.S. member firm of KPMG International Cooperative ("KPMG International"), a Swiss entity.
    
  
   As described in theCompany'sAssertion ofCompliancewithApplicable ServicingCriteria,forservicingcriterion 1122(d)(2)(vi),theCompanyhasengaged a vendorto performthe activities requiredbythisservicingcriterion. TheCompanyhasdeterminedthatthisvendorisnot considereda"servicer"asdefined inItem 1101(j)ofRegulation AB,and the Companyhaselected to takeresponsibility forassessingcompliancewith theservicing criterion applicable to this vendor as permittedbyInterpretation17.06 oftheSECDivision of Corporation Finance Manual ofPubliclyAvailable TelephoneInterpretations ("Interpretation17.06"). Aspermitted byInterpretation17.06, theCompanyhas assertedthat it has policies andproceduresinplace designedto providereasonableassurance that the vendor's activitiescomplyinall materialrespectswith theservicingcriterion applicable to thevendor. TheCompanyissolelyresponsiblefor determining that it meets theSECrequirements10applyInterpretation 17.06 for thevendorandrelated criterion as describedin itsAssertionofCompliance with ApplicableServicingCriteria,andweperformedno procedureswithrespectto the Company'seligibilitytoapplyInterpretation17.06.
 
 Ourexaminationdisclosedthe following materialnoncompliance withservicingcriteria 1122(d)(3)(i)(A) and 1122(d)(3)(ii),as applicable totheCompanyduring thetwelvemonthsended December31,2013 asfollows:
 
 ●Withrespecttoservicingcriterion 1122(d)(3)(i)(A),certainreports to investors werenotpreparedin accordancewith thetimeframes and other tenssetforth in therelatedtransactionagreements.
 
 ●With respecttoservicingcriterion 1122(d)(3)(ii),certaindistributionstoinvestors were not remitted in accordance with the timeframesset forth inthe transaction agreements.
 
 Inouropinion,exceptfor the material noncompliance described above,theCompany complied,in allmaterial respects,withtheaforementionedservicing criteria,includingcriterion 1122(d)(2)(vi)forwhich complianceis determined basedonInterpretation 17.06 as described above,asofand forthe twelve months endedDecember31,2013.
 
 We do notexpress anopinion or anyform ofassuranceonScheduleB,"Management's Discussion onMaterial InstancesofNoncomplianceby theCompany",tothe Company's AssertionofCompliance with ApplicableServicing Criteria.