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,   other  than  residential   mortgage-backed   securities  and  other
mortgage-related   asset-backed   securities  (the  Platform),   except  for  servicing
 criteria   1122(d)(1)(ii), 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, 2008. With respect to applicable  servicing
criteria  1122(d)(2)(iii),  1122(d)(2)(vi) 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,  2008
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  those  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.    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, 2008.  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 as of and for the twelve months ended December
31, 2008. We do not express an opinion or any
form of assurance on the last two paragraphs of Schedule A to managements Assertion of
Compliance with Applicable Servicing Criteria. /s/ KPMG LLP Chicago, Illinois 
    February 27, 2009