Exhibit
34.1




KPMG LLP

              303
      East Wacker Drive
              Chicago,
      IL 60601-5212




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)(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 of 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.






KPMG
LLP, a U.S. limited liability partnership, is the U.S.


member
firm of KPMG International, a Swiss cooperative.










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.









KPMG
LLP




Chicago,
Illinois


February
27, 2009