**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

TheBank of New York Mellon Trust Company, N.A.:

 

We have examined thecompliance of The Bank of New York Mellon (formerly The Bank ofNew York), BNY Mellon Trust of Delaware (formerly BNYM (Delaware)) and The Bankof New York Mellon Trust Company, N.A. (formerly The Bank of New York TrustCompany, N.A.), (collectively, the “Company”) with the servicing criteriaset forth in Item 1122(d) of the Securities and Exchange Commission’sRegulation AB for the publicly issued (i.e. transaction-level reportinginitially required under the Securities and Exchange Act of 1934, as amended)asset-backed securities issued on or after January 1, 2006 and like-kindtransactions issued prior to January 1, 2006 that are subject toRegulation AB for which the Company provides trustee, securities administrationor paying agent services, as defined and to the extent applicable in thetransaction agreements, other than residential mortgage-backed securities andother mortgage-related asset-backed securities (the Platform), except forservicing 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 notapplicable to the activities it performs with respect to the Platform, as ofand for the twelve months endedDecember 31, 2009.  With respect toapplicable servicing criteria 1122(d)(2)(iii) and 1122(d)(4)(vii), theCompany’s Assertion of Compliance with Applicable Servicing Criteria indicatesthat there were no activities performed as of and for the twelve months ended December 31,2009 with respect to the Platform, because there were no occurrences of eventsthat would require the Company to perform such activities.  Management is responsible for the Company’scompliance with the servicing criteria. Our responsibility is to express anopinion on the Company’s compliance based on our examination.

 

Our examination wasconducted in accordance with the standards of the Public Company AccountingOversight Board (United States) and, accordingly, included examining, on a testbasis, evidence about the Company’s compliance with the servicing criteriaspecified above and performing such other procedures as we considered necessaryin the circumstances.  Our examinationincluded testing selected asset-backed transactions and securities thatcomprise the Platform, testing selected servicing activities related to thePlatform, and determining whether the Company processed those selectedtransactions and performed those selected activities in compliance with theservicing criteria.  Furthermore, ourprocedures were limited to the selected transactions and servicing activitiesperformed by the Company during the period covered by this report.  Our procedures were not designed to determinewhether errors may have occurred either prior to or subsequent to our tests thatmay have affected the balances or amounts calculated or reported by the Companyduring the period covered by this report for the selected transactions or anyother transactions. We believe that our examination provides a reasonable basisfor our opinion. Our examination does not provide a legal determination on theCompany’s compliance with the servicing criteria.

 

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As described in theaccompanying Assertion of Compliance with Applicable Servicing Criteria, forservicing criteria 1122 (d)(2)(vi), the Company has engaged a vendor to performthe activities required by these servicing criteria. The Company has determinedthat this vendor is not considered a “servicer” as defined in Item 1101(j) ofRegulation AB, and the Company has elected to take responsibility for assessingcompliance with the servicing criteria applicable to this vendor as permittedby Interpretation 17.06 of the SEC Division of Corporation Finance Manual ofPublicly Available Telephone Interpretations (“Interpretation 17.06”). As permittedby Interpretation 17.06, the Company has asserted that it has policies andprocedures in place designed to provide reasonable assurance that the vendor’sactivities comply in all material respects with the servicing criteriaapplicable to the vendor. The Company is solely responsible for determiningthat it meets the SEC requirements to apply Interpretation 17.06 for the vendorand related criteria as described in its assertion, and we performed noprocedures with respect to the Company’s eligibility to apply Interpretation17.06.

 

Our examination disclosedmaterial noncompliance with the following servicing criterion applicable to theCompany as of and for the twelvemonths ended December 31, 2009. For servicing criterion1122(d)(2)(i), certain payments on pool assets were not deposited to theappropriate custodial bank accounts as required by the related transactionagreements.

 

In our opinion, except forthe material noncompliance described above, the Company complied, in allmaterial respects, with the aforementioned servicing criteria, includingservicing criteria 1122 (d)(2)(vi) for which compliance is determinedbased on Interpretation 17.06 as described above as of and for the twelve months ended December 31,2009.

 

We do not express an opinionor any form of assurance on the last two paragraphs of Schedule A “MaterialInstances of Non-Compliance by the Company” to management’s Assertion ofCompliance with Applicable Servicing Criteria.

 

 

(Signed)KPMG, LLP

 

 

Chicago,Illinois

February 25, 2010

 

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