**Exhibit 34.2**

 

**REPORT OFINDEPENDENT REGISTERED PUBLIC ACCOUNTING 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.:

 

Wehave examined the compliance of TheBank of New York Mellon (formerly The Bank of New York), BNY Mellon Trust ofDelaware (formerly BNYM (Delaware)) and The Bank of New York Mellon TrustCompany, N.A. (formerly The Bank of New York Trust Company, N.A.),(collectively, the “Company”)with the servicing criteria set forth in Item 1122(d) of the Securitiesand 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)(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 hasdetermined are not applicable to the activities it performs with respect to thePlatform, as of and for the twelvemonths ended December 31, 2009. With respect to applicable servicing criteria 1122(d)(2)(iii) and1122(d)(4)(vii), the Company’s Assertion of Compliance with ApplicableServicing Criteria indicates that there were no activities performed as of andfor the twelve months ended December 31,2009 with respect to the Platform, because there were no occurrences of eventsthat would require the Company to perform such activities.  Management is responsible for the Company’scompliance with the servicing criteria. Our responsibility is to express anopinion on the Company’s compliance based on our examination.

 

Ourexamination was conducted in accordance with the standards of the PublicCompany Accounting Oversight Board (United States) and, accordingly, includedexamining, on a test basis, evidence about the Company’s compliance with theservicing criteria specified above and performing such other procedures as weconsidered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securitiesthat comprise the Platform, testing selected servicing activities related tothe Platform, 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 tests thatmay have affected the balances or amounts calculated or reported by the Companyduring the period covered by this report for the selected transactions or anyother

 

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transactions.We believe that our examination provides a reasonable basis for our opinion.Our examination does not provide a legal determination on the Company’scompliance with the servicing criteria.

 

Asdescribed in the accompanying Assertion of Compliance with Applicable ServicingCriteria, for servicing criteria 1122 (d)(2)(vi), the Company has engaged avendor to perform the activities required by these servicing criteria. TheCompany has determined that this vendor is not considered a “servicer” asdefined in Item 1101(j) of Regulation AB, and the Company has elected totake responsibility for assessing compliance with the servicing criteriaapplicable to this vendor as permitted by Interpretation 17.06 of the SECDivision of Corporation Finance Manual of Publicly Available TelephoneInterpretations (“Interpretation 17.06”). As permitted by Interpretation 17.06,the Company has asserted that it has policies and procedures in place designedto provide reasonable assurance that the vendor’s activities comply in allmaterial respects with the servicing criteria applicable to the vendor. TheCompany is solely responsible for determining that it meets the SECrequirements to apply Interpretation 17.06 for the vendor and related criteriaas described in its assertion, and we performed no procedures with respect tothe Company’s eligibility to apply Interpretation 17.06.

 

Ourexamination disclosed material noncompliance with the following servicingcriterion applicable to the Company as of and for the twelve months ended December 31, 2009. For servicingcriterion 1122(d)(2)(i), certain payments on pool assets were not deposited tothe appropriate custodial bank accounts as required by the related transactionagreements.

 

Inour opinion, except for the material noncompliance described above, the Companycomplied, in all material respects, with the aforementioned servicing criteria,including servicing criteria 1122 (d)(2)(vi) for which compliance isdetermined based on Interpretation 17.06 as described above as of and for the twelve months ended December 31,2009.

 

Wedo not express an opinion or any form of assurance on the last two paragraphsof Schedule A “Material Instances of Non-Compliance by the Company” tomanagement’s Assertion of Compliance with Applicable Servicing Criteria.

 
| /s/  KPMG, LLP         |   |
|------------------------|--------|
|                   |   |
| Chicago,  Illinois     |   |
| February 25, 2010 |   |

 

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