**Exhibit 34.1**

 

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Ernst &  Young LLP

Suite 1400

220  South Sixth Street 

Minneapolis,  MN 55402-4509

 

Tel:  +1 612 343 1000 

Fax:  +1 612 339 1726 

www.ey.com |
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Report of Independent Registered Public AccountingFirm

 

TheBoard of Directors

U.S.Bank National Association

 

Wehave examined management’s assertion, included in the accompanying Report onCompliance with Applicable Servicing Criteria Pursuant to Item 1122 ofRegulation AB under the Securities Exchange Act of 1934, that U.S. BankNational Association (the Company) complied with the servicing criteria setforth in Item 1122(d) of the Securities and Exchange Commission’sRegulation AB for the Structured Repackaging platform (the Platform) as of December 31,2009, and for the period from January 1, 2009 through December 31,2009, except for servicing criteria 1122(d)(1)(i), 1122(d)(1)(iii),1122(d)(2)(iii), 1122(d)(4)(i), 1122(d)(4)(vi), and 1122(d)(4)(ix)-(xv), whichthe Company has determined are not applicable to the activities performed bythem with respect to the servicing Platform covered by this report. Managementis responsible for the Company’s compliance with those servicing criteria. Ourresponsibility is to express an opinion on management’s assertion about theCompany’s compliance with the servicing criteria based on our examination.

 

Ourexamination was conducted in accordance with attestation standards establishedby the American Institute of Certified Public Accountants, as adopted by thePublic Company Accounting Oversight Board (United States) and, accordingly,included examining, on a test basis, evidence about the Company’s compliancewith the applicable servicing criteria and performing such other procedures aswe considered necessary in the circumstances. Our examination included testingof less than all of the individual asset-backed transactions and securitiesthat comprise the Platform, testing of less than all of the servicingactivities related to the Platform, and determining whether the Companyprocessed those selected transactions and performed those selected activitiesin compliance with the servicing criteria. Furthermore, our procedures werelimited to the selected transactions and servicing activities performed by theCompany during the period covered by this report. Our procedures were notdesigned to determine whether errors may have occurred either prior to orsubsequent to our tests that may have affected the balances or amountscalculated or reported by the Company during the period covered by this reportfor the selected transactions or any other transactions. We believe that ourexamination provides a reasonable basis for our opinion. Our examination doesnot provide a legal determination on the Company’s compliance with theservicing criteria.

 

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In our opinion, management’s assertion that the Companycomplied with the aforementioned servicing criteria as of December 31,2009, and for the period from January 1, 2009 through December 31,2009, for the Structured Repackaging platform is fairly stated, in all materialrespects.

 

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March 31, 2010

 

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