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 assessment, 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)(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, as of and for the twelve months ended December  31, 2016. With respect to
applicable servicing criteria 1122(d)(4)(iii), the Company has determined that there were no activities
performed during the twelve months ended December 31, 2016 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 assessment about the
Companys compliance 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 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 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 criterion as described in its assessment, and
we performed no procedures with respect to the Companys eligibility to apply C&DI 200.06.









In
our opinion, management’s assessment 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, 2016 is fairly stated, in all material respects.



/s/ KPMG LLP

Chicago, Illinois 
February 28, 2017