Report of Independent
Registered Public Accounting Firm




The Board
of Directors


The Trust
& Securities Services department of Deutsche Bank National Trust Company
and
 Deutsche Bank
Trust Company Americas:






We have
examined the compliance of the Trust & Securities Services department of
Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas
(collectively the “Company”) with the servicing criteria set forth in Item
1122(d) of the Securities and Exchange Commission’s Regulation AB for
publicly-issued (i.e., transaction-level reporting required under the Securities
Exchange Act of 1934, as amended) residential mortgage-backed securities,
commercial mortgage-backed securities and other asset-backed securities issued
on or after January 1, 2006, for which the Company provides trustee, securities
administration, paying agent or custodian services, as defined in the
transaction agreements, excluding publicly-issued transactions sponsored or
issued by any government sponsored entity (the Platform), except for servicing
criteria 1122(d)(2)(iii) and 1122(d)(4)(iv) – 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 year ended December 31, 2008.  The
Company has determined the following servicing criteria to be applicable only to
the activities the Company performs with respect to the Platform as described
below:




·
            Servicing
      criterion 1122(d)(1)(iii) is applicable only with respect to the Company’s
      continuing obligation to act as, or locate a, successor servicer under the
      circumstances referred to in certain transaction agreements.  It
      is management's interpretation that the Company has no other active
      back-up servicing responsibilities in regards to 1122(d)(1)(iii) as of and
      for the year ended December 31, 2008. Furthermore, Management’s Assertion
      of Compliance indicates that there were no activities performed related to
      this criterion during the year ended December 31, 2008 with respect to the
      Platform, because there were no occurrences of events that would require
      the Company to perform such
activities.




·
            Servicing
      criterion 1122(d)(4)(iii) is applicable to the activities the Company
      performs with respect to the Platform only as it relates to the Company’s
      obligation to report additions, removals or substitutions on reports to
      investors in accordance with the transactions
  agreements.






Management
is responsible for the Company’s compliance with those 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 accompanying Management’s Assertion of Compliance for servicing
criteria 1122(d)(2)(i), 1122(d)(4)(i) and 1122(d)(4)(ii), the Company has
engaged various vendors to perform the activities required by these servicing
criteria. The Company has determined that none of these vendors is 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
criteria applicable to each 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 vendors’
activities comply in all material respects with the servicing criteria
applicable to each vendor.  The Company is solely responsible for
determining that it meets the SEC requirements to apply Interpretation 17.06 for
the vendors and related criteria as described in its assertion, 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
criterion 1122(d)(1)(i), as applicable to the Company during the year ended
December 31, 2008.  Policies and procedures were not instituted to
monitor certain events of default in that notification of the event of default
was not provided to the certificate holders within the timeframe required by 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 criteria 1122(d)(2)(i), 1122(d)(4)(i) and 1122(d)(4)(ii) for
which compliance is determined based on Interpretation 17.06 as described above,
as of and for the year ended December 31, 2008.






/s/  KPMG LLP






Chicago,
Illinois


February
27, 2009