Report of
Independent Registered Public Accounting Firm The Board of Directors
     The Bank of
New York Mellon
     BNY Mellon  Trust of Delaware 
    The Bank of New York Mellon Trust Company, N.A.: We have examined the compliance
    of The Bank of New York Mellon (formerly The Bank of New York), BNY Mellon
    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 Securities and Exchange Commissions Regulation AB for the publicly
    issued (i.e. transaction-level reporting initially required under the Securities
    and Exchange 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 are subject to Regulation AB for which the Company provides trustee,
    securities administration or paying agent services as defined and to the extent
    applicable in the transaction agreements, other
    than residential mortgage-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 has
    determined are not applicable to the activities it performs with respect to
    the Platform, as of and for the twelve months ended December 31, 2009. With
    respect to applicable servicing criteria 1122(d)(2)(iii) and 1122(d)(4)(vii),
    the Companys Assertion of Compliance with Applicable Servicing Criteria
    indicates that there were no activities performed as of and for the twelve
    months ended December 31, 2009 with respect to the Platform, because there
    were no occurrences of events that would require the Company to perform such
    activities. Management is responsible for the Companys compliance with
    the servicing criteria. Our responsibility is to express an opinion on the
    Companys compliance based on our examination. Our  examination was conducted in
accordance  with the standards of the Public Company  Accounting  Oversight Board (United
States) and,  accordingly,  included examining,  on a test basis,  evidence about the
Companys  compliance with the servicing  criteria  specified  above and performing
such other  procedures as we considered  necessary in the  circumstances.  Our
 examination  included  testing  selected  asset-backed  transactions  and securities
that comprise the Platform,  testing selected servicing activities related to the
Platform,  and determining whether the Company  processed  those selected  transactions
 and performed  those selected  activities in compliance  with the servicing  criteria.
 Furthermore,  our  procedures  were  limited  to  the  selected  transactions and  servicing activities  performed
by the Company  during the period covered by this report. As described in the accompanying
    Assertion of Compliance with Applicable Servicing Criteria, for servicing
    criteria 1122(d)(2)(vi), the Company has engaged a vendor to perform the activities
    required by these servicing criteria. The Company has determined that this
    vendor is not considered a servicer as defined in Item 1101(j)
    of Regulation AB, and the Company has elected to take responsibility for assessing
    compliance with the servicing criteria applicable to this vendor as permitted
    by Interpretation 17.06 of the SEC Division of Corporation Finance Manual
    of Publicly Available Telephone Interpretations (Interpretation 17.06).
    As permitted by Interpretation 17.06, the Company has asserted that it has
    policies and procedures in place designed to provide reasonable assurance
    that the vendors activities comply in all material respects with the
    servicing criteria applicable to the vendor. The Company is solely responsible
    for determining that it meets the SEC requirements to apply Interpretation
    17.06 for the vendor and related criteria as described in its assertion, and
    we performed no procedures with respect to the Companys eligibility
    to apply Interpretation 17.06.    Our  procedures  were not
designed to determine  whether  errors may have  occurred  either prior to or subsequent
to our tests that may have affected the  balances or amounts  calculated  or reported by
the Company  during the period  covered by this report for the selected  transactions or
any other transactions.  We believe that our examination  provides a reasonable basis for
our  opinion.  Our  examination  does not  provide  a legal  determination  on the
 Companys  compliance  with the servicing criteria. Our examination disclosed material
noncompliance with the following servicing criterion applicable to the Company as of and
for the twelve months ended December 31, 2009.  For servicing criterion 1122(d)(2)(i),
certain payments on pool assets were not deposited to the appropriate custodial bank
accounts as required by the related transaction agreements. In our opinion, except
    for the material noncompliance described above, the Company complied, in all
    material respects, with the aforementioned servicing criteria,
    including servicing criteria 1122(d)(2)(vi) for which compliance is determined
    based on Interpretation 17.06 as described above as
    of and for the twelve months ended December 31, 2009. We do not express an opinion or any
form of assurance on the last two paragraphs of Schedule A Material
Instances of Non-Compliance by the Company to managements Assertion of
Compliance with Applicable Servicing Criteria. /s/ KPMG LLP Chicago, Illinois 
    February 25, 2010