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 accompanying
managements assertion that 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) complied 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, 2010. 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, 2010. 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
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 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
  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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In our opinion,  managements
 assessment that the Company  complied with the  aforementioned  servicing  criteria,
including  servicing criterion  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, 2010 is fairly  stated,  in all  material respects.

/s/ KPMG LLP

Chicago, Illinois 
  February 25, 2011



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