**Exhibit 34.3**

** **

Reportof Independent Registered Public Accounting Firm

 

TheBoard of Directors

GeneralElectric Capital Corporation:

 

We have examined the accompanyingmanagement’s assertion that General Electric Capital Corporation (the Company)complied with the servicing criteria set forth in Item 1122(d) of theSecurities and Exchange Commission’s Regulation AB for asset-backed securitiestransactions for which the Company acted as servicer involving credit cardreceivables, accounts receivable and asset based lending receivables (thePlatform), as of and for the twelve months ended December 31, 2008.  Management has determined that servicingcriteria 1122(d)(1)(ii) is applicable to the activities it performs withrespect to the Platform as of and for the twelve months ended December 31,2008.  As certain servicingresponsibilities were transferred to GECC as of May 22, 2008 Managementhas also determined that servicing criteria 1122(d)(1)(iv) and 1122(d)(4)(vi) areapplicable to the activities it performs with respect to the Platform as of May 22,2008 and for the period May 22, 2008 through December 31, 2008.  Management has determined that all otherservicing criteria set forth in Item 1122(d) are not applicable to theprimary servicing services provided by the Company with respect to thePlatform.  Appendix B to management’sassertion identifies the individual asset-backed transactions and securitiesdefined by management as constituting the Platform.  Management is responsible for the Company’scompliance with this servicing criterion. Our responsibility is to express an opinion on management’s assessmentabout the Company’s compliance based on our examination.

 

Ourexamination was conducted in accordance with the standards of the PublicCompany Accounting Oversight Board (United States) and, accordingly, includedexamining, 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 Companyduring the period covered by this report. Our procedures were not designed to determine whether errors may haveoccurred either prior to or subsequent to our tests that may have affected thebalances or amounts calculated or reported by the Company during the periodcovered by this report for the selected transactions or any other transactions.We believe that our examination provides a reasonable basis for ouropinion.  Our examination does notprovide a legal determination on the Company’s compliance with the servicingcriteria.

 

In ouropinion, management’s assessment that the Company complied with theaforementioned servicing criteria as of and for the twelve months ended December 31,2008 is fairly stated, in all material respects.

 

 

/s/ KPMG LLP

 

Chicago, Illinois

March 24,2009

 

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