**Exhibit34.4**

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**Report ofIndependent Registered Public Accounting Firm**

 

The Board of Directors

TheTrust & Securities Services department of Deutsche Bank National TrustCompany and Deutsche Bank Trust Company Americas:

 

Wehave examined the compliance of the Trust & Securities Servicesdepartment of Deutsche Bank National Trust Company and Deutsche Bank TrustCompany Americas (collectively the “Company”) with the servicing criteria setforth in Item 1122(d) of the Securities and Exchange Commission’s RegulationAB for publicly-issued (i.e., transaction-level reporting required under theSecurities Exchange Act of 1934, as amended) residential mortgage-backedsecurities, commercial mortgage-backed securities and other asset-backedsecurities issued on or after January 1, 2006, for which the Companyprovides trustee, securities administration, paying agent or custodianservices, as defined in the transaction agreements, excluding publicly-issuedtransactions sponsored or issued by any government sponsored entity (thePlatform), except for servicing criteria 1122(d)(2)(iii) and 1122(d)(4)(iv) —1122(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 yearended December 31, 2008.  TheCompany has determined the following servicing criteria to be applicable onlyto the activities the Company performs with respect to the Platform asdescribed below:

 

·                  Servicingcriterion 1122(d)(1)(iii) is applicable only with respect to the Company’scontinuing obligation to act as, or locate a, successor servicer under thecircumstances referred to in certain transaction agreements.  It is management’s interpretation that theCompany has no other active back-up servicing responsibilities in regards to1122(d)(1)(iii) as of and for the year ended December 31, 2008.Furthermore, Management’s Assertion of Compliance indicates that there were noactivities performed related to this criterion during the year ended December 31,2008 with respect to the Platform, because there were no occurrences of eventsthat would require the Company to perform such activities.

 

·                  Servicingcriterion 1122(d)(4)(iii) is applicable to the activities the Companyperforms with respect to the Platform only as it relates to the Company’sobligation to report additions, removals or substitutions on reports toinvestors in accordance with the transactions agreements.

 

Managementis responsible for the Company’s compliance with those servicing criteria. Ourresponsibility is to express an opinion on the Company’s compliance based onour examination.

 

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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 selected asset-backed transactions andsecurities that comprise the Platform, testing selected servicing activitiesrelated to the Platform, and determining whether the Company processed thoseselected transactions and performed those selected activities in compliancewith the servicing criteria.  Furthermore,our procedures were limited to the selected transactions and servicingactivities performed by the Company during the period covered by thisreport.  Our procedures were not designedto determine whether errors may have occurred either prior to or subsequent toour tests that may have affected the balances or amounts calculated or reportedby the Company during the period covered by this report for the selectedtransactions or any other transactions. We believe that our examinationprovides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’scompliance with the servicing criteria.

 

Asdescribed in the accompanying Management’s Assertion of Compliance forservicing criteria 1122(d)(2)(i), 1122(d)(4)(i) and 1122(d)(4)(ii), theCompany has engaged various vendors to perform the activities required by theseservicing criteria. The Company has determined that none of these vendors isconsidered a “servicer” as defined in Item 1101(j) of Regulation AB, andthe Company has elected to take responsibility for assessing compliance withthe servicing criteria applicable to each vendor as permitted by Interpretation17.06 of the SEC Division of Corporation Finance Manual of Publicly AvailableTelephone Interpretations (“Interpretation 17.06”).  As permitted by Interpretation 17.06, theCompany has asserted that it has policies and procedures in place designed toprovide reasonable assurance that the vendors’ activities comply in allmaterial respects with the servicing criteria 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 in its assertion, and weperformed no procedures with respect to the Company’s eligibility to applyInterpretation 17.06.

 

Ourexamination disclosed the following material noncompliance with servicingcriterion 1122(d)(1)(i), as applicable to the Company during the year ended December 31,2008.  Policies and procedures were notinstituted to monitor certain events of default in that notification of theevent of default was not provided to the certificate holders within thetimeframe required by the transaction agreements.

 

In ouropinion, except for the material noncompliance described above, the Companycomplied, in all material respects, with the aforementioned servicing criteria,including servicing criteria 1122(d)(2)(i), 1122(d)(4)(i) and 1122(d)(4)(ii) forwhich compliance is determined based on Interpretation 17.06 as describedabove, as of and for the year ended December 31, 2008.

 

/s/ KPMG LLP

 

Chicago, Illinois

February 27,2009

 

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