**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), BNYMellon Trust of Delaware (formerly BNYM (Delaware))and The Bank of New York Mellon Trust Company, 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 areasonable basis for our opinion. Our examination does not provide a legaldetermination on the Company’s compliance with the servicing criteria.

 

Asdescribed in the accompanying Assertion of Compliance with Applicable ServicingCriteria, for servicing criteria 1122 (d)(2)(vi), theCompany has engaged a vendor to perform the activities required by theseservicing criteria. The Company has determined that this vendor is notconsidered a “servicer” as defined in Item 1101(j) ofRegulation AB, and the Company has elected to take responsibility for assessingcompliance with the servicing criteria applicable to this vendor as permittedby Interpretation 17.06 of the SEC Division of Corporation Finance Manual ofPublicly Available Telephone Interpretations (“Interpretation 17.06”). As permittedby Interpretation 17.06, the Company has asserted that it has policies andprocedures in place designed to provide reasonable assurance that the vendor’sactivities comply in all material respects with the servicing criteriaapplicable to the vendor. The Company is solely responsible for determiningthat it meets the SEC requirements to apply Interpretation 17.06 for the vendorand related criteria as described in its assertion, and we performed noprocedures with respect to the Company’s eligibility to apply Interpretation17.06.

 

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 to the appropriate custodialbank accounts as required by the related transaction agreements.

 

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 bythe Company” to management’s Assertion of Compliance with Applicable ServicingCriteria.

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

 

 

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