EXHIBIT 34.1

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)(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, 2009. With respect to applicable servicing criteria 1122(d)(2)(iii) 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, 2009 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 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.

As described in the accompanying
  Assertion of Compliance with Applicable Servicing Criteria, for servicing criteria
  1122(d)(2)(vi), the Company has engaged a vendor to perform the activities required
  by these servicing criteria. The Company has determined that this vendor is
  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 this 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 vendors activities
  comply in all material respects with the servicing criteria applicable to the
  vendor. The Company is solely responsible for determining that it meets the
  SEC requirements to apply Interpretation 17.06 for the vendor 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.

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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, 2009. 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, including servicing criteria
  1122(d)(2)(vi) for which compliance is determined based on Interpretation 17.06
  as described above as of and for the twelve months ended December 31, 2009.

We do not express an opinion
  or any form of assurance on the last two paragraphs of Schedule A Material
  Instances of Non-Compliance by the Company to managements Assertion
  of Compliance with Applicable Servicing Criteria.

/s/ KPMG LLP

Chicago, Illinois 
  February 25, 2010



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