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 Bank of New York Mellon’s (formerly The Bank
of New York), BNY Mellon Trust of Delaware’s (formerly BNYM (Delaware)) and The Bank of New York Mellon Trust Company,
N.A.’s (formerly The Bank of New York Trust Company, N.A.), (collectively, the Company) compliance 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 (the Servicing Criteria), as of and for the twelve months ended
December  31, 2017. 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, 2017 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  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 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 qualified opinion.  Our examination does not provide a
legal determination on the Companys compliance with the Servicing Criteria.

As described in the Company’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.

Our examination disclosed the following material noncompliance
with servicing criterion 1122(d)(3)(i)(A), as applicable to the Company during the twelve months ended December 31, 2017. Certain
reports to investors were not prepared in accordance with the timeframes 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 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, 2017.

We do not express an opinion or any form of assurance on
the statements in Management’s Discussion of Material Instances of Noncompliance by the Company as set forth in Schedule
B to the Company’s Assessment of Compliance with Applicable Servicing Criteria.



/s/ KPMG LLP

Chicago, Illinois 
March 1, 2018