Report
of Independent Registered Public Accounting Firm








The Board
of Directors


The Trust
& Securities Services department of Deutsche Bank National Trust Company
and


Deutsche
Bank Trust Company Americas:





We have
examined the accompanying management’s assertion, that the Trust &
Securities Services department of Deutsche Bank National Trust Company and
Deutsche Bank Trust Company Americas (collectively the Company) complied
with the servicing criteria set forth in Item 1122(d) of the Securities and
Exchange Commission’s Regulation AB for publicly issued (i.e., transaction-level
reporting required under the Securities Exchange Act of 1934, as amended)
residential mortgage-backed securities, commercial mortgage-backed securities
and other asset-backed securities issued on or after January 1, 2006, for
which the Company provides trustee, securities administration, paying agent or
custodian services, as defined in the transaction agreements, excluding publicly
issued transactions sponsored or issued by any government sponsored entity
(the Platform), except for servicing criteria 1122(d)(2)(iii) and
1122(d)(4)(iv) – 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 year ended December 31, 2009. The Company has determined the
following servicing criteria to be applicable only to the activities the Company
performs with respect to the Platform as described below:





·
            Servicing
      criterion 1122(d)(1)(iii) is applicable only with respect to the Company’s
      continuing obligation to act as, or locate a, successor servicer under the
      circumstances referred to in certain transaction agreements. It is
      management’s interpretation that the Company has no other active back-up
      servicing responsibilities in regards to 1122(d)(1)(iii) as of and for the
      year ended December 31, 2009. Furthermore, Management’s Assertion of
      Compliance indicates that there were no activities performed related to
      this criterion during the year 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.





·
            Servicing
      criterion 1122(d)(4)(iii) is applicable to the activities the Company
      performs with respect to the Platform only as it relates to the Company’s
      obligation to report additions, removals or substitutions on reports to
      investors in accordance with the transactions
  agreements.





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. 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.





As
described in the accompanying Management’s Assertion of Compliance for servicing
criteria 1122(d)(2)(i), 1122(d)(4)(i) and 1122(d)(4)(ii), the Company has
engaged various vendors to perform the activities required by these servicing
criteria. The Company has determined that none of these vendors is 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 each 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 vendors’
activities comply in all material respects with the servicing criteria
applicable to each vendor. The Company is solely responsible for determining
that it meets the SEC requirements to apply Interpretation 17.06 for the
vendors 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.




In our
opinion, management’s assertion that the Company complied with the
aforementioned servicing criteria, including servicing criteria 1122(d)(2)(i),
1122(d)(4)(i) and 1122(d)(4)(ii) for which compliance is determined based on
Interpretation 17.06 as described above, as of and for the year ended
December 31, 2009, is fairly stated, in all material respects.










(Signed)
KPMG LLP








Chicago,
Illinois


February 26,
2010





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