EXHIBIT
34.2





Report
of Independent Registered Public Accounting Firm














BNY
Mellon Trust of Delaware




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)(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,
2009.  With respect to applicable servicing criteria 1122(d)(2)(iii)
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, 2009 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 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 Assertion of Compliance with Applicable Servicing
Criteria, for servicing criteria 1122 (d)(2)(vi), the Company has engaged a
vendor to perform the activities required by these 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 the servicing criteria applicable
to this 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 vendor’s activities comply in all material
respects with the servicing criteria applicable to the vendor. The Company is
solely responsible for determining that it meets the SEC requirements to apply
Interpretation 17.06 for the vendor 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 material noncompliance with the following servicing
criterion applicable to the Company as of and for the twelve months ended
December 31, 2009. 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,
including servicing criteria 1122 (d)(2)(vi) for which compliance is determined
based on Interpretation 17.06 as described above as of and for the twelve months
ended December 31, 2009.




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





KPMG,
LLP








Chicago,
Illinois


February
25, 2010