**Exhibit 34.1**

[Letterhead of Ernst & Young LLP]

 

Report of Independent Registered PublicAccounting Firm

 

The Board of Directors

 

U.S. Bank National Association

 

We have examined management’s assertion,included in the accompanying Report on Assessment for Compliance with Applicable Servicing Criteria, that U.S. Bank National Association(the “Company”) complied with the servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission’sRegulation AB for the U.S. Bank Corporate Trust Repackaging Platform (the “Platform”) as of and for the year endedDecember 31, 2014, except for servicing criteria 1122 (d)(1)(i), 1122 (d)(1)(iii), 1122 (d)(2)(iii), 1122 (d)(4)(i), 1122 (d)(4)(vi),and 1122 (d)(4)(ix)-(xv), which the Company has determined are not applicable to the activities performed by them with respectto the servicing platform covered by this report. Management is responsible for the Company’s compliance with those servicingcriteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance withthe servicing criteria based on our examination.

 

Our examination was conducted in accordancewith attestation standards established by the American Institute of Certified Public Accountants, as adopted by the Public CompanyAccounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’scompliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances.Our examination included testing of less than all of the individual asset-backed transactions and securities that comprise thePlatform, testing of less than all of the servicing activities related to the Platform, and determining whether the Company processedthose selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, ourprocedures were limited to the selected transactions and servicing activities performed by the Company during the period coveredby this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent toour tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by thisreport for the selected transactions or any other transactions. Although the Company is responsible for assessing compliance withItems 1122 (d)(1)(ii), 1122 (d)(4)(iii), 1122 (d)(4)(vii), and 1122 (d)(4)(viii) of Regulation AB, there were no servicing activitiesperformed by the Company during the period from January 1, 2014 through December 31, 2014, that required these servicing criteriato be complied with. We believe that our examination provides a reasonable basis for our opinion. Our examination does not providea legal determination on the Company’s compliance with the servicing criteria.

 

In our opinion, management’s assertionthat the Company complied with the aforementioned servicing criteria as of and for the year ended December 31, 2014, for the U.S.Bank Corporate Trust Repackaging Platform is fairly stated, in all material respects.

 

/s/ Ernst & Young

 

Minneapolis, Minnesota