**Exhibit 34.1**

 
|  | Ernst &  Young LLP

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Minneapolis, Minnesota 55402-4509

 

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Report of Independent Registered Public Accounting Firm

 

TheBoard of Directors

U.S.Bank National Association

 

Wehave examined management’s assertion, included in the accompanying Report onAssessment of Compliance with SEC Regulation AB Servicing Criteria, that U.S.Bank National Association (the Company) complied with the servicing criteriaset forth in Item 1122(d) of the Securities and Exchange Commission’sRegulation AB for the Structured Repackaging platform (the Platform) as of December 31,2008, and for the period from January 1, 2008 through December 31,2008, 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. Although the Companyis responsible for assessing compliance with Items 1122(d)(1)(ii),1122(d)(4)(iii), 1122(d)(4)(vii), and 1122(d)(4)(viii) of Regulation AB,there were no

 

A member firm of Ernst & Young Global Limited

 

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servicingactivities performed by the Company during the period January 1, 2008through December 31, 2008, that required these servicing criteria to becomplied with. We believe that our examination provides a reasonable basis forour opinion. Our examination does not provide a legal determination on theCompany’s compliance with the servicing criteria.

 

Inour opinion, management’s assertion that the Company complied with theaforementioned servicing criteria as of December 31, 2008, and for theperiod from January 1, 2008 through December 31, 2008, for theStructured Repackaging platform is fairly stated, in all material respects.

 

 

March 2,2009

 

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