**Exhibit 34.3**

 

**Report of IndependentRegistered 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 the complianceof The Bank of NewYork 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 servicingcriteria set forth in Item 1122(d) of the Securities and ExchangeCommission’s Regulation AB for the publicly issued (i.e. transaction-levelreporting initially required under the Securities and Exchange Act of 1934, asamended) asset-backed securities issued on or after January 1, 2006 andlike-kind transactions 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 endedOctober 31, 2009.  With respect to applicableservicing criteria 1122(d)(2)(iii) and 1122(d)(4)(vii), the Company’s Assertionof Compliance with Applicable Servicing Criteria indicates that there were noactivities performed as of and for the twelvemonths ended October 31, 2009 with respect to the Platform, becausethere were no occurrences of events that would require the Company to performsuch activities.  Management isresponsible for the Company’s compliance with those servicing criteria. Ourresponsibility is to express an opinion on the Company’s compliance based onour 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 doesnot provide a legal determination on the Company’s compliance with theservicing 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 October 31, 2009. For servicing criterion 1122(d)(2)(i), certain payments on pool assetswere not deposited to the appropriate custodial bank accounts as required bythe related transaction agreements.

 

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 October 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.

 

 

/s/KPMG, LLP

 

 

Chicago,Illinois

December 22, 2009

 

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