Report
of Independent Registered Public Accounting Firm
  The
      Board of Directors
 The
      Bank of New York
 BNYM
      (Delaware)
 The Bank
of New York Trust Company, N.A.:
  We have
examined the compliance of The Bank of New York, BNYM (Delaware) formerly known
as The Bank of New York (Delaware) and The Bank of New York Trust Company, N.A.,
(collectively, the “Company”) with the servicing criteria set forth in Item
1122(d) of the Securities and Exchange Commission’s Regulation AB for the
publicly issued (i.e. transaction-level reporting initially required under the
Securities and Exchange Act of 1934, as amended) asset-backed securities issued
on or after January 1, 2006 and like-kind transactions issued prior to January
1, 2006 that are subject to Regulation AB for which the Company provides
trustee, securities administration or paying agent services, other than
residential mortgage-backed securities and other mortgage-related asset-backed
securities (the Platform), except for servicing criteria 1122(d)(1)(ii),
1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(4)(vi), 1122(d)(4)(viii),
1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and
1122(d)(4)(xiv), which the Company has determined are not applicable to the
activities it performs with respect to the Platform, as of and for the twelve
months ended March 31, 2008.  With respect to applicable servicing
criteria 1122(d)(2)(iii), 1122(d)(2)(vi) and 1122(d)(4)(vii) the Company’s
assertion of compliance with applicable servicing criteria indicates that there
were no activities performed as of and for the twelve months ended March 31,
2008 with respect to the Platform, because there were no occurrences of events
that would require the Company to perform such activities.  Management
is responsible for the Company’s compliance with those servicing criteria. Our
responsibility is to express an opinion on the Company’s compliance based on our
examination.
  Our
examination was conducted in accordance with 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 such other procedures as we considered
necessary in the circumstances.  Our examination included testing
selected asset-backed transactions and securities that comprise the Platform,
testing selected servicing activities related to the Platform, and determining
whether the 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 during the period
covered by this report.  Our procedures were not designed to determine
whether errors may have occurred either prior to or subsequent to our tests that
may have affected the balances or amounts calculated or reported by the Company
during the period covered by this report for the selected transactions or any
other transactions. We believe that our examination provides a reasonable basis
for our opinion.  Our examination does not provide a legal
determination on the Company’s compliance with the servicing
criteria.
   
  Our
examination disclosed the following material noncompliance with servicing
criterion 1122(d)(2)(i) applicable to the Company as of and for the twelve
months ended March 31, 2008.  Certain payments on pool assets were not
deposited to the appropriate custodial bank accounts as required by the related
transaction agreements.
  In our
opinion, except for the material noncompliance described above, the Company
complied, in all material respects, with the aforementioned servicing criteria
as of and for the twelve months ended March 31, 2008.
  /s/KPMG
LLP
  Chicago,
Illinois
 May 30,
2008