**Exhibit 34.1**

 
| [LOGO] | [Letterhead of KPMG LLP] | ** ** |
|--------|--------------------------|------------|

** **

**Report of Independent RegisteredPublic 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.:

 

Wehave examined the compliance of The Bank of New York Mellon (formerly The Bankof New York), BNY Mellon Trust of Delaware (formerly BNYM (Delaware)) and TheBank of New York Mellon Trust Company, N.A. (formerly The Bank of New YorkTrust Company, 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) and1122(d)(4)(xiv), which the Company has determined are not applicable to theactivities it performs with respect to the Platform, as of and for the twelve months ended June 15,2010.  With respect to applicableservicing criteria 1122(d)(2)(iii) and 1122(d)(4)(vii), the Company’sAssertion of Compliance with Applicable Servicing Criteria indicates that therewere no activities performed as of and for the twelve months ended June 15, 2010 with respect to thePlatform, because there were no occurrences of events that would require theCompany 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 was conducted in accordance with the standards of thePublic Company Accounting Oversight Board (United States) and, accordingly,included examining, on a test basis, evidence about the Company’s compliancewith the servicing criteria specified above and performing such otherprocedures as we considered necessary in 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 the servicing criteria. Furthermore,our procedures were limited to the selected transactions and servicingactivities performed by the Company during the period covered by this report.Our procedures were not designed to determine whether errors may have occurredeither prior to or subsequent to our tests that may have affected the balancesor amounts calculated or reported by the Company during the period covered bythis report for the selected transactions or any other transactions. We believethat our examination provides a reasonable basis for our opinion. Ourexamination does not provide a legal determination on the Company’s compliancewith the servicing criteria.

----

 

Asdescribed in the accompanying Assertion of Compliance with Applicable ServicingCriteria, for servicing criteria 1122 (d)(2)(vi), the Company has engaged avendor to perform the activities required by these servicing criteria. TheCompany has determined that this vendor is not considered a “servicer” asdefined in Item 1101(j) of Regulation AB, and the Company has elected totake responsibility for assessing compliance with the servicing criteriaapplicable to this vendor as permitted by Interpretation 17.06 of the SECDivision of Corporation Finance Manual of Publicly Available TelephoneInterpretations (“Interpretation 17.06”). As permitted by Interpretation 17.06,the Company has asserted that it has policies and procedures in place designedto provide reasonable assurance that the vendor’s activities comply in allmaterial respects with the servicing criteria applicable to the vendor. TheCompany is solely responsible for determining that it meets the SECrequirements to apply Interpretation 17.06 for the vendor and related criteriaas described in its assertion, and we performed no procedures with respect to theCompany’s eligibility to apply Interpretation 17.06.

 

Ourexamination disclosed material noncompliance with the following servicingcriterion applicable to the Company as of and for the twelve months ended June 15, 2010. 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.

 

Inour opinion, except for the material noncompliance described above, the Companycomplied, in all material respects, with the aforementioned servicing criteria,including servicing criteria 1122 (d)(2)(vi) for which compliance isdetermined based on Interpretation 17.06 as described above as of and for the twelve months ended June 15,2010.

 

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

 
|                   | /s/  KPMG LLP |
|------------------------|---------------|
|                   |
| Chicago, Illinois |
| August 13,  2010  |

 

----