**Exhibit 34.4**

 
|        | **KPMG  LLP**          |
|--------|------------------------|
|   | 303 East Wacker Drive  |
|   | Chicago, IL 60601-5212 |

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

 

 

The Board of Directors

The Trust & SecuritiesServices department of Deutsche Bank National Trust Company and Deutsche BankTrust Company Americas:

 

We have examined theaccompanying management’s assertion that the Trust & SecuritiesServices department of Deutsche Bank National Trust Company and Deutsche BankTrust Company Americas (collectively the “Company”) complied with the servicingcriteria set forth in Item 1122(d) of the Securities and ExchangeCommission’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, excluding any publicly issued transactions, sponsored orissued by any government sponsored entity (the Platform), except for servicingcriteria 1122(d)(2)(iii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(vi),1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi),1122(d)(4)(xii), 1122(d)(4)(xiii) and 1122(d)(4)(xiv), which the Company hasdetermined are not applicable to the activities it performs with respect to thePlatform, as of and for the twelve months ended December 31, 2007.  Servicing criterion 1122(d)(4)(iii) isapplicable to the activities the Company performs with respect to the Platformonly as it relates to the Company’s obligation to report additions, removals orsubstitutions on reports to investors in accordance with the transactionsagreements.  With respect to applicableservicing criterion 1122(d)(1)(iii), management’s assertion indicates thatthere were no activities performed during the twelve months ended December 31,2007 with respect to the Platform, because there were no occurrence of eventsthat would require the Company to perform such activities.  Management is responsible for the Company’scompliance with those servicing criteria. Our responsibility is to express an opinion on management’s assertionabout the Company’s compliance based on our examination.

 

Our examination wasconducted in accordance with the standards of the Public Company Accounting OversightBoard (United States) and, accordingly, included examining, on a test basis,evidence about the Company’s compliance with the servicing criteria specifiedabove and performing such other procedures as we considered necessary in thecircumstances.  Our examination includedtesting selected asset-based transactions and securities that comprise thePlatform, selected servicing activities related to the Platform, anddetermining whether the Company processed those selected transactions andperformed those selected activities in compliance with the servicingcriteria.  Furthermore, our procedureswere limited to the selected transactions and servicing activities performed bythe Company during the period covered by this report.  Our procedures were not designed to determinewhether errors may have occurred either 

 

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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 examination provides a reasonable basis for ouropinion.  Our examination does notprovide a legal determination on the Company’s compliance with the servicingcriteria.

 

As described in theaccompanying management’s assertion for servicing criteria 1122(d)(2)(i),1122(d)(4)(i) and 1122(d)(4)(ii), the Company has engaged various vendorsto perform the activities required by these servicing criteria.  The Company has determined that these vendorsare not considered a “servicer” as defined in Item 1101(j) of RegulationAB, and the Company has elected to take responsibility for assessing compliancewith the servicing criteria applicable to each vendor as permitted byInterpretation 17.06 of the SEC Division of Corporation Finance Manual ofPublicly Available Telephone 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.

 

In our opinion,management’s assertion that the Company complied with the aforementionedservicing criteria, including servicing criteria 1122(d)(2)(i), 1122(d)(4)(i) and1122(d)(4)(ii) for which compliance is determined based on Interpretation 17.06as described above, as of and for the twelve months ended December 31,2007 is fairly stated, in all material respects.

 

 

/s/KPMG LLP

Chicago, Illinois

February 29, 2008

 

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