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)(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

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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.

(Signed) KPMG, LLP

Chicago, Illinois
February 25, 2010

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