**Exhibit 34.3**

 

**Report of Independent Registered Public AccountingFirm**

 

TheBoard of DirectorsThe Trust & Securities Services department of Deutsche Bank NationalTrust Company and

Deutsche Bank TrustCompany Americas:

 

Wehave examined the accompanying management’s assertion, that the Trust &Securities Services department of Deutsche Bank National Trust Company andDeutsche Bank Trust Company Americas (collectively the Company) compliedwith the servicing criteria set forth in Item 1122(d) of the Securitiesand Exchange Commission’s Regulation AB for publicly issued (i.e., transaction-levelreporting required under the Securities Exchange Act of 1934, as amended)residential mortgage-backed securities, commercial mortgage-backed securitiesand other asset-backed securities issued on or after January 1, 2006, forwhich the Company provides trustee, securities administration, paying agent orcustodian services, as defined in the transaction agreements, excludingpublicly issued transactions sponsored or issued by any government sponsoredentity (the Platform), except for servicing criteria 1122(d)(2)(iii) and1122(d)(4)(iv) – 1122(d)(4)(xiv), which the Company has determined are notapplicable to the activities it performs with respect to the Platform, as of andfor the year ended December 31, 2009. The Company has determined thefollowing servicing criteria to be applicable only to the activities theCompany performs with respect to the Platform as described below:

 

·                  Servicing criterion 1122(d)(1)(iii) is applicable only withrespect to the Company’s continuing obligation to act as, or locate a,successor servicer under the circumstances referred to in certain transactionagreements. It is management’s interpretation that the Company has no otheractive back-up servicing responsibilities in regards to 1122(d)(1)(iii) asof and for the year ended December 31, 2009. Furthermore, Management’sAssertion of Compliance indicates that there were no activities performed relatedto this criterion during the year ended December 31, 2009 with respect tothe Platform, because there were no occurrences of events that would requirethe Company to perform such activities.

 

·                  Servicing criterion 1122(d)(4)(iii) is applicableto the activities the Company performs with respect to the Platform only as itrelates to the Company’s obligation to report additions, removals orsubstitutions on reports to investors in accordance with the transactionsagreements.

 

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

 

Our examinationwas conducted in accordance with the standards of the Public Company AccountingOversight Board (United States) and, accordingly, included examining, on a testbasis, evidence about the Company’s compliance with the servicing criteriaspecified above and performing such other procedures as we considered necessaryin the circumstances. Our examination included testing selected asset-backedtransactions and securities that comprise the Platform, testing selectedservicing activities related to the Platform, and determining whether theCompany processed those selected transactions and performed those selectedactivities in compliance with the servicing criteria. Furthermore, ourprocedures were limited to the selected transactions and servicing activitiesperformed by the Company during the period covered 

 

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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.

 

As described inthe accompanying Management’s Assertion of Compliance for servicing criteria1122(d)(2)(i), 1122(d)(4)(i) and 1122(d)(4)(ii), the Company has engagedvarious vendors to perform the activities required by these servicing criteria.The Company has determined that none of these vendors is considered a “servicer”as defined in Item 1101(j) of Regulation AB, and the Company has electedto take responsibility for assessing compliance with the servicing criteriaapplicable to each vendor as permitted by Interpretation 17.06 of the SECDivision of Corporation Finance Manual of Publicly Available TelephoneInterpretations (Interpretation 17.06). As permitted byInterpretation 17.06, the Company has asserted that it has policies andprocedures in place designed to provide reasonable assurance that the vendors’activities comply in all material respects with the servicing criteriaapplicable to each vendor. The Company is solely responsible for determiningthat it meets the SEC requirements to apply Interpretation 17.06 for thevendors and related criteria as described in its assertion, and we performed noprocedures with respect to the Company’s eligibility to applyInterpretation 17.06.

 

In ouropinion, management’s assertion that the Company complied with theaforementioned servicing criteria, including servicing criteria 1122(d)(2)(i),1122(d)(4)(i) and 1122(d)(4)(ii) for which compliance is determinedbased on Interpretation 17.06 as described above, as of and for the yearended December 31, 2009, is fairly stated, in all material respects.

 

 

(Signed) KPMG, LLP

 

 

Chicago, Illinois

February 26,2010

 

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