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, 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.

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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, 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.

/s/ KPMG LLP

Chicago, Illinois 
  February 27, 2009



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