EXHIBIT
34.1
















Report
of Independent Registered Public Accounting Firm







The Board
of Directors of General Electric Capital Corporation:





We have
examined management’s assertion, included in the accompanying Management’s
Assertion of Compliance, that General Electric Capital 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)(i), 1122(d)(1)(iii), 1122(d)(2)(vi),
1122(d)(3)(iii), 1122(d)(3)(iv), 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, and except for servicing criteria
1122(d)(2)(ii), 1122(d)(2)(vii), 1122(d)(4)(iii), 1122(d)(4)(iv), 1122(d)(4)(v),
1122(d)(4)(xi) and 1122(d)(4)(xii), which the Company has determined are
applicable as of and for the ten months ended October 31, 2009, as a result of a
transfer of certain servicing responsibilities from GECC on October 31,
2009.  Servicing criterion 1122(d)(2)(vii) is applicable to the
activities the Company performs with respect to certain other 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)(ii) is applicable to the activities the Company performs
with respect to the Platform only as it relates the Company’s obligation to
allocate 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),
Management’s Assertion of Compliance indicates that 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) and 1122(d)(2)(vii)(D),
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) and 1122(d)(2)(vii)(D), 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