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 managment’s assertion, included in the accompanying
Management’s Assessment 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 (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)(iv), 1122(d)(4)(v), 1122(d)(4)(vi), 1122(d)(4)(vii),
1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii), 1122(d)(4)(xiv) and
1122(d)(4)(xv), 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, 2021. With respect to Servicing Criterion 1122(d)(4)(i), the
Company has determined that for certain transactions in the Platform the Trustor (as such term is defined in the related transaction
agreements) may direct the Trustee (as such term is defined in the related transaction agreements) to file, or cause to be filed,
all filings identified by the Trustor to be necessary to maintain the effectiveness of any original filings identified by the
Trustor to be necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee’s security
interest in or lien on the Underlying Securities (as such term is defined in the related transaction agreements). As of and for the
twelve months ended December 31, 2021 the Company was not instructed by any Trustors to perform such activities. Absent the receipt
of instruction from a Trustor to perform such activities, the Company’s responsibility for Servicing Criterion 1122(d)(4)(i)
for the Platform is solely with regard to the manner of holding trust assets and investment of trust assets in eligible investments
and the Company does not have any duties as to the original UCC filing and any continuations to perfect the security interest unless
instructed to do so by other parties in the transaction agreement. 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, 2021 with respect to
the Platform, because there were no occurrences of events that would require the Company to perform such activities. Appendix A to
Management’s Assessment of Compliance with Applicable Servicing Criteria identifies the individual asset-backed transactions
and securities defined by management as constituting the Platform. 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 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 to obtain reasonable assurance 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  opinion.  Our examination does not provide a
legal determination on the Companys compliance with the Servicing Criteria.

As described in  Management’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.











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, 2021 is fairly stated, in all material respects.



/s/ KPMG LLP

Chicago, Illinois 
February 28, 2022