EXHIBIT 34.1

[KPMG LLP 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 management’s assertion, included in
the accompanying Management’s Assertion of Compliance with Applicable Servicing Criteria, that The Bank of New York
Mellon (formerly The 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 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, paying agent services, 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)(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 not applicable to the activities it performs with respect to the Platform, as of and for the twelve months
ended December  31, 2015. 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, 2015 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 management’s assertion about the Companys compliance based on our examination.

Our examination was conducted   in accordance with the attestation
standards of the Public Company Accounting Oversight   Board (United States) and the 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 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.

As described in the accompanying Company’s Assertion 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) (formerly SEC Manual Telephone Interpretation
17.06). 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 criterion as described in its Assertion of Compliance with Applicable Servicing Criteria, and
we performed no procedures with respect to the Companys eligibility to apply C&DI 200.06.









In
our opinion, management’s assertion that the Company complied 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, 2015 is fairly stated, in all material respects.



/s/ KPMG LLP

Chicago, Illinois 
February 26, 2016