EXHIBIT 34.1



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Independent Accountant’s Report



Board of Directors and Shareholders

First National Bank of Omaha

Omaha, Nebraska



We have examined management of First National Bank of
Omaha’s assertion, included in the accompanying Management's Report on Assessment of Compliance with Servicing Criteria
Pursuant to Item 1122 of Regulation AB, that First National Bank of Omaha (the "Company") complied with the servicing
criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for the First National Master Note
Trust (the “Platform”), excluding criteria 1122(d)(1)(iii), 1122(d)(2)(iii), 1122(d)(2)(vi), 1122(d)(3)(iii),
1122(d)(3)(iv), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), and 1122(d)(4)(xiii), which management has determined are not
applicable to the activities performed by the Bank with respect to the Platform, (the “Servicing Criteria”) as of and
for the year ended December 31, 2023 (collectively, “Management’s Assertion”). First National Bank of
Omaha’s management is responsible for its assertion. Our responsibility is to express an opinion on management’s
assertion 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. Those standards require that we plan and perform the examination to obtain reasonable assurance about
whether management’s assertion about compliance with the servicing criteria is fairly stated, in all material respects. An examination
involves performing procedures to obtain evidence about management’s assertion on compliance with the servicing criteria. The nature,
timing, and extent of the procedures selected depend on our judgment, including an assessment of the risks of material misstatement of
management’s assertion, whether due to error or fraud, and, accordingly, included examining, on a test basis, evidence about the
Company's compliance with the servicing criteria, including tests on a sample basis of the servicing activities related to the Platform,
determining whether the Company performed those selected activities in compliance with the servicing criteria during the specified period,
and performing such other procedures as we considered necessary in the circumstances. Our procedures were limited to selected servicing
activities performed by the Company during the period covered by this report and, accordingly, such samples may not have included servicing
activities related to each asset-backed transaction included in the Platform. Further, an examination is not designed to detect noncompliance
arising from errors that may have occurred prior to the period specified above that may have affected the balances or amounts calculated
or reported by the Company during the period covered by this report. We believe that the evidence we obtained is sufficient and appropriate
to provide a reasonable basis for our opinion.



We are required to be independent and to meet our other ethical responsibilities
in accordance with relevant ethical requirements relating to the engagement.



Our examination does not provide a legal determination on Company's
compliance with the servicing criteria.











In our opinion, management’s assertion that the Company complied
with the aforementioned servicing criteria as of and for the year ended December 31, 2023, for the Platform is fairly stated, in all material
respects.







March 26, 2024



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