EXHIBIT
34.2
















Report
of Independent Registered Public Accounting Firm







The Board
of Directors of GE Commercial Distribution Finance Corporation:





We have
examined management’s assertion, included in the accompanying Management’s
Assertion, that GE Commercial Distribution Finance Corporation (GE or the
Company) complied with the servicing criteria set forth in Item 1122(d) of the
Securities and Exchange Commission’s Regulation AB for asset-backed securities
transactions for which the Company acted as servicer involving floorplan
receivables, accounts receivable and asset based lending receivables(the Platform), except for
servicing criteria 1122(d)(1)(iii), 1122(d)(1)(iv),  1122(d)(2)(vi),
1122(d)(4)(x), 1122(d)(4)(xiii) and 1122(d)(4)(xv), 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.  Servicing criterion 1122(d)(2)(vii) is applicable to the
activities the Company performs with respect to certain bank accounts related to
the Platform only as it relates to the Company’s obligation to perform the
activities described in clause (C) thereof.  Servicing criterion
1122(d)(3)(i) is applicable to the activities the Company performs with respect
to the Platform only as it relates to the Company’s obligation to perform the
activities described in clause (D) thereof.  Servicing criterion
1122(d)(3)(ii) is applicable to the activities the Company performs with respect
to the Platform only as it relates to the Company’s obligation to remit the
amounts due to investors in accordance with timeframes, distribution priority
and such other terms set forth in the transaction agreements.  With
respect to applicable servicing criteria 1122(d)(2)(iii) and 1122(d)(4)(xii),
there were no activities performed during 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.  Appendix B
to Management’s Assertion of Compliance identifies the individual asset-backed
transactions and securities defined by management as constituting the
Platform.  Management is responsible for the Company’s compliance with
the servicing criteria. Our responsibility is to express an opinion on
management’s assertion about 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 of less than all of the individual asset-backed transactions
and securities that comprise the Platform, testing of less than all of the
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)(2)(vii)(A)-(B), 1122(d)(2)(vii)(D) and
1122(d)(4)(iv), only as it relates to certain allocation of payments on pool
assets to principal, interest or other items in accordance with related pool
assets documents, the Company has engaged various vendors to perform the
activities required by these servicing criteria. The Company has determined that
these vendors are 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 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)(2)(vii)(A)-(B), 1122(d)(2)(vii)(D) and 1122(d)(4)(iv) for which
compliance is determined based on Interpretation 17.06 as described above, as of
and for the twelve months ended December 31, 2009 is fairly stated in all
material respects.








(Signed)
KPMG LLP





Chicago,
Illinois




March 26,
2010