**EXHIBIT 34.1**

 

 

 

 

**Report of IndependentRegistered Public Accounting Firm**

 

The Board of Directors

GE Consumer Finance,Inc.:

 

We haveexamined management’s assessment, included in the accompanying Management’s Assertion of Compliance, that GEConsumer Finance, Inc. (the Company) complied with the servicing criteria set forth in Item 1122(d) of the Securities andExchange Commission’s Regulation AB for asset-backed securities transactions for which the Company acted as servicerinvolving credit card receivables, accounts receivable and asset based lending receivables (the Platform), except forservicing 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) and 1122(d)(4)(xiii), which the Company has determined are not applicable to the activities it performs withthe respect to the Platform, as of and for the twelve months ended December 31, 2011. Appendix B to management’sassertion identifies the individual asset-backed transactions and securities defined by management as constituting thePlatform. Management is responsible for the Company’s compliance with the servicing criteria. Our responsibility is toexpress an opinion on management’s assessment about the Company’s compliance based on our examination.

 

Our examination was conducted in accordancewith the standards of the Public Company Accounting Oversight Board (United States)****and, accordingly, included examining,on a test basis, evidence about the Company’s compliance with the servicing criteria specified above and performing suchother procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactionsand securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining whetherthe Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria.Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company duringthe period covered by this report. Our procedures were not designed to determine whether errors may have occurred either priorto or subsequent to our tests that may have affected the balances 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 reasonablebasis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicingcriteria.

 

As described in the accompanying managementassertion, for servicing criterion 1122(d)(2)(vii), the Company has engaged various vendors to perform the activities requiredby these servicing criteria. The Company has determined that none of these vendors is considered a “servicer” as definedin Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicingcriteria applicable to each vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of PubliclyAvailable Telephone Interpretations (“Interpretation 17.06”).  As permitted by Interpretation 17.06, the Companyhas asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendors’ activitiescomply in all material respects with the servicing criteria applicable to each vendor.  The Company is solely responsiblefor determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendors and related criteria as describedin its assertion, and we performed no procedures with respect to the Company’s eligibility to apply Interpretation 17.06.

 

In our opinion, management’sassessment that the Company complied with the aforementioned servicing criteria including servicing criterion 1122(d)(2)(vii) forwhich compliance is determined based on Interpretation 17.06 as described above, as of and for the twelve months ended December31, 2011, is fairly stated, in all material respects.

 

 

/s/ KPMG LLP

 

 

Chicago, Illinois

March 26, 2012