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Exhibit 34.3

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**Report of IndependentRegistered Public Accounting Firm**

 

The Board of Directors:

The Bankof New York Mellon

BNY MellonTrust of Delaware

The Bank of New YorkMellon Trust Company, N.A.:

 

We have examined themanagement’s assessment, included in the accompanying Assertion of Compliance with Applicable Servicing Criteria, that TheBank of New York Mellon (formerly The Bank of New York), BNY Mellon Trust of Delaware (formerly BNYM (Delaware) and The Bank ofNew 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 ABfor the publicly issued (i.e. transaction-level reporting initially required under the Securities and Exchange Act of 1934, asamended) asset-backed securities issued on or after January 1, 2006 and like-kind transactions issued prior to January 1, 2006that are subject to Regulation AB for which the Company provides trustee, securities administration or paying agent services, asdefined and to the extent applicable in the transaction agreements, other than residential mortgage-backed securities and othermortgage-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 determinedare not applicable to the activities it performs with respect to the Platform, as of and for the twelve months ended March 31,2012. With respect to applicable servicing criteria 1122(d)(2)(iii) and 1122(d)(4)(vii), the Company has determined that therewere no activities performed during the twelve months ended March 31, 2012 with respect to the Platform, because there were nooccurrences of events that would require the Company to perform such activities. Management is responsible for the Company’scompliance with the servicing criteria. Our responsibility is to express an opinion on management’s assessment about theCompany’s compliance based on our examination.

 

Our examination was conducted in accordancewith 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 suchother procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactionsand securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining whetherthe 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 duringthe period covered by this report. Our procedures were not designed to determine whether errors may have occurred either priorto or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the periodcovered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonablebasis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicingcriteria.

 

 

 

As described in the accompanying Assertionof Compliance with Applicable Servicing Criteria, for servicing criterion 1122 (d)(2)(vi), the Company has engaged a vendor toperform the activities required by this servicing criteria. 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 theservicing criteria applicable to this vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manualof Publicly Available Telephone Interpretations (“Interpretation 17.06”). As permitted by Interpretation 17.06, theCompany has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendor’sactivities comply in all material respects with the servicing criteria applicable to the vendor. The Company is solely responsiblefor determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendor and related criteria as describedin its assertion, and we performed no procedures with respect to the Company’s eligibility to apply Interpretation 17.06.

 

In our opinion, management’sassessment that the Company complied with the aforementioned servicing criteria, including servicing criterion 1122(d)(2)(vi) forwhich compliance is determined based on Interpretation 17.06 as described above, as of and for the twelve months ended March 31,2012 is fairly stated, in all material respects.

 

/s/ KPMG LLP

 

Chicago, Illinois