Exhibit 34.1



[KPMG Letterhead]

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 Bank of New York Mellon’s
(formerly The Bank of New York), BNY Mellon Trust of Delaware’s (formerly BNYM (Delaware)) and The Bank of New York Mellon
Trust Company, N.A.’s (formerly The Bank of New York Trust Company, N.A.), (collectively, the Company) compliance 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
(including transactions subject to Regulation AB by 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 other mortgage-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,
2017. With respect to applicable servicing criterion 1122(d)(4)(iii), the Company has determined that there were no activities
performed during the twelve months ended December 31, 2017 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 with the Servicing Criteria
based on our examination.

Our examination was conducted in accordance with the
standards of the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established
by the American Institute of Certified Public Accountants 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 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 qualified opinion. Our examination
does not provide a legal determination on the Company’s compliance with the Servicing Criteria.











As described in the Company’s Assessment of Compliance
with Applicable Servicing Criteria, for servicing criterion 1122(d)(2)(vi), the Company has engaged a vendor to perform the 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 the
servicing 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). 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’s activities comply in all material
respects with the servicing criterion applicable to the vendor. The Company is solely responsible for determining that it meets
the SEC requirements to apply C&DI 200.06 for the vendor and related servicing criterion as described in its assertion, and
we performed no procedures with respect to the Company’s eligibility to apply C&DI 200.06.

Our examination disclosed the following material noncompliance
with servicing criterion 1122(d)(3)(i)(A), as applicable to the Company during the twelve months ended December 31, 2017. Certain
reports to investors were not prepared in accordance with the timeframes set forth in the transaction agreements.

In our opinion, except for the material noncompliance
described above, the Company complied, in all material respects, with the aforementioned Servicing Criteria, including servicing
criterion 1122(d)(2)(vi) for which compliance is determined based on C&DI 200.06 as described above, as of and for the twelve
months ended December 31, 2017.

We do not express an opinion or any form of assurance
on the statements in Management’s Discussion of Material Instances of Noncompliance by the Company as set forth in Schedule
B to the Company’s Assessment of Compliance with Applicable Servicing Criteria.

/s/KPMG LLP

Chicago, Illinois

March 1, 2018