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 the compliance  of 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)
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 or paying agent
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)(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, 2012. 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, 2012 with respect to the Platform, because there were no occurences 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 based on our examination.

Our examination was conducted
  in accordance with the standards of the Public Company Accounting Oversight
  Board (United States) 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 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 Interpretation
  17.06 of the SEC Division of Corporation Finance Manual of Publicly Available
  Telephone Interpretations (Interpretation 17.06). As permitted by
  Interpretation 17.06, 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 Interpretation 17.06 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 Interpretation 17.06.









Our examination
disclosed the following material noncompliance with servicing criteria 1122(d)(3)(i)(B) and 1122(d)(3)(ii), as applicable to the
Company during the twelve months ended December 31, 2012 as follows:

| | · | With respect to servicing criterion 1122(d)(3)(i)(B), certain
reports to investors contained information that was not calculated in accordance with the terms specified in the transaction agreements.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | With respect to servicing criterion 1122(d)(3)(ii), certain
distributions to investors were not allocated and remitted in accordance with distribution priority and other terms 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 criterion 1122(d)(2)(vi) for which compliance is determined based on Interpretation 17.06 as described
above, as of and for the twelve months ended December 31, 2012.

We do not
express an opinion or any form of assurance on the paragraphs titled “Remediation” included in Schedule A “Material
Instances of Noncompliance by the Company” to management’s Assertion of Compliance with Applicable Servicing Criteria.

/s/ KPMG LLP

Chicago, Illinois 
February 28, 2013