Exhibit 34.2

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)(ii),
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,
2008. With respect to applicable servicing criteria 1122(d)(2)(iii),
1122(d)(2)(vi) and 1122(d)(4)(vii), the Companys Assertion of Compliance with
Applicable Servicing Criteria indicates that there were no activities performed
as of and for the twelve months
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. 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

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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.

Our
examination disclosed material noncompliance with the following servicing
criterion applicable to the Company as of and for the twelve months ended December 31, 2008. For servicing criterion
1122(d)(2)(i), certain payments on pool assets were not deposited to the
appropriate custodial bank accounts as required by the related transaction
agreements.

In our
opinion, except for the material noncompliance described above, the Company
complied, in all material respects, with the aforementioned servicing criteria
as of and for the twelve months
ended December 31, 2008.

We do not
express an opinion or any form of assurance on the last two paragraphs of
Schedule A to managements Assertion of Compliance with Applicable Servicing
Criteria.

/s/ KPMG
LLP

Chicago,
Illinois
February 27, 2009

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