**Exhibit 34.2**

 

 

 

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM**

 

The Board of Directors

The Bank of New York

BNYM (Delaware)

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

 

We have examined thecompliance of The Bank of New York, BNYM (Delaware) formerly known as The Bankof New York (Delaware) and The Bank of New York Trust Company, N.A.,(collectively, the “Company”) with the servicing criteria set forth in Item1122(d) of the Securities and Exchange Commission’s Regulation AB for thepublicly issued (i.e. transaction-level reporting initially required under theSecurities and Exchange Act of 1934, as amended) asset-backed securities issuedon 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 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, 2007.  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, 2007 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 theCompany’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-backed transactions and securities that comprise thePlatform, testing selected servicing activities related to the Platform, anddetermining whether the Company processed those selected transactions and performedthose selected activities in compliance with the servicing criteria.  Furthermore, our procedures were limited tothe selected transactions and servicing activities performed by the Companyduring the period covered by this report. Our procedures were not designed to determine whether errors may haveoccurred either prior to or subsequent to our tests that may have affected thebalances 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 reasonable basis for ouropinion.  Our examination does notprovide a legal determination on the Company’s compliance with the servicingcriteria.

 

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Our examination disclosedthe following material noncompliance with servicing criterion 1122(d)(2)(i) applicableto the Company as of and for the twelvemonths ended December 31, 2007. Certain payments on pool assets were not deposited to the appropriatecustodial bank accounts as required by the 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 31,2007.

 

 

/s/ KPMG LLP

 

 

Chicago,Illinois

February 29, 2008

 

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