**Exhibit34.1**

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**Reportof Independent Registered Public Accounting Firm**

 

The Board ofDirectors

GE ConsumerFinance, Inc.:

 

We haveexamined the accompanying management’s assertion that GE Consumer Finance, Inc.(the Company)  complied with theservicing criteria set forth in Item 1122(d) of the Securities andExchange Commission’s Regulation AB for asset-backed securities transactionsfor which the Company acted as servicer involving credit card receivables,accounts receivable and asset based lending receivables (the Platform), exceptfor servicing criteria 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(2)(iii),1122(d)(2)(vi), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and1122(d)(4)(xiii) which the Company has determined are not applicable to theactivities it performs with the respect to the Platform, as of and for thetwelve months ended December 31, 2009. Appendix B to management’s assertion identifies the individualasset-backed transactions and securities defined by management as constitutingthe Platform.  Management is responsiblefor the Company’s compliance with the servicing criteria. Our responsibility isto express an opinion on management’s assessment about the Company’s compliancebased on our examination.

 

Ourexamination was conducted in accordance with the standards of the PublicCompany Accounting Oversight Board (United States)****and,accordingly, included examining, on a test basis, evidence about the Company’scompliance with the servicing criteria specified above and performing suchother procedures as we considered necessary in the circumstances.  Our examination included testing selectedasset-backed transactions and securities that comprise the Platform, testingselected servicing activities related to the Platform, and determining whetherthe Company processed those selected transactions and performed those selectedactivities in compliance with the servicing criteria.  Furthermore, our procedures were limited tothe selected transactions and servicing activities performed by the Company duringthe period covered by this report.  Ourprocedures 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.  Our examination does not provide a legaldetermination on the Company’s compliance with the servicing criteria.

 

Asdescribed in the accompanying management assertion, for servicing criteria 1122(d)(2)(vii), the Company has engaged various vendors to perform the activitiesrequired by these servicing criteria. The Company has determined that none ofthese vendors is 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 each vendor as permittedby Interpretation 17.06 of the SEC Division of Corporation Finance Manual ofPublicly Available Telephone Interpretations (“Interpretation 17.06”).  Aspermitted by Interpretation 17.06, the Company has asserted that it haspolicies and procedures in place designed to provide reasonable assurance thatthe vendors’ activities comply in all material respects with the servicingcriteria applicable to each vendor.  The Company is solely responsible fordetermining that it meets the SEC requirements to apply Interpretation 17.06for the vendors and related criteria as described 

 

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inits assertion, and we performed no procedures with respect to the Company’seligibility to apply Interpretation 17.06.

 

In our opinion,management’s assessment that the Company complied with the aforementionedservicing criteria including servicing criteria 1122 (d)(2)(vii) for whichcompliance is determined based on Interpretation 17.06 as described above,is fairly stated as of and for the twelve months ended December 31, 2009,in all material respects.

 

 

(Signed)KPMG LLP

 

 

Chicago,Illinois

March 29,2010

 

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