**Exhibit 34.2**

 

**REPORT OF INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM**

 

The Board of Directors

The Bank of New York Mellon

BNY Mellon Trust of Delaware

TheBank of New York Mellon Trust Company, N.A.:

 

We have examined thecompliance of The Bank of New York Mellon (formerly The Bank of NewYork), BNY Mellon Trust of Delaware (formerly BNYM (Delaware)) and The Bank ofNew York Mellon Trust Company, N.A. (formerly The Bank of New York TrustCompany, N.A.), (collectively, the “Company”) with the servicing criteria set forth in Item 1122(d) of theSecurities and Exchange Commission’s Regulation AB for the publicly issued(i.e. transaction-level reporting initially required under the Securities andExchange 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 aresubject to Regulation AB for which the Company provides trustee, securitiesadministration or paying agent services, as defined and to the extentapplicable in the transaction agreements, other than residentialmortgage-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), whichthe Company has determined are not applicable to the activities it performswith respect to the Platform, as of and for the twelve months ended December 31, 2008.  With respect to applicable servicing criteria1122(d)(2)(iii), 1122(d)(2)(vi) and 1122(d)(4)(vii), the Company’sAssertion of Compliance with Applicable Servicing Criteria indicates that therewere no activities performed as of and for the twelve months ended December 31, 2008 with respect to thePlatform, because there were no occurrences of events that would require theCompany to perform such activities. Management is responsible for the Company’s compliance with thoseservicing criteria. Our responsibility is to express an opinion on the Company’scompliance based on our examination.

 

Our examination wasconducted 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 examinationincluded testing selected asset-backed transactions and securities thatcomprise the Platform, testing selected servicing activities related to thePlatform, and determining whether the Company processed those selectedtransactions and performed those selected activities in compliance with theservicing criteria.  Furthermore, ourprocedures were limited to the selected transactions and servicing activitiesperformed by the Company during the period covered by this report.  Our procedures were not designed to determinewhether errors may have occurred either prior to or subsequent to our teststhat may have affected the balances or amounts calculated or reported by theCompany during the period covered by this report for the selected 

 

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transactions or any othertransactions. We believe that our examination provides a reasonable basis forour opinion.  Our examination does notprovide a legal determination on the Company’s compliance with the servicingcriteria.

 

Our examination disclosedmaterial noncompliance with the following servicing criterion applicable to theCompany as of and for the twelvemonths ended December 31, 2008. For servicing criterion 1122(d)(2)(i), certain payments on pool assetswere not deposited to the appropriate custodial bank accounts as required bythe related transaction agreements.

 

In our opinion, except forthe material noncompliance described above, the Company complied, in allmaterial respects, with the aforementioned servicing criteria as of and for thetwelve months ended December 31,2008.

 

We do not express an opinionor any form of assurance on the last two paragraphs of Schedule A to management’sAssertion of Compliance with Applicable Servicing Criteria.

 

 
| /s/ KPMG LLP           |   |
|------------------------|--------|
|                   |
|                   |
| Chicago,  Illinois     |
| February 27, 2009 |

 

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