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EXHIBIT 34.3
KPMG LLP
303 East Wacker Drive
Chicago, IL 60601-5212
303 East Wacker Drive
Chicago, IL 60601-5212
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.:
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 Commissions 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 Companys 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 Companys compliance with those servicing criteria. Our responsibility is to
express an opinion on the Companys 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 Companys 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 Companys 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.
member firm of KPMG International, a Swiss cooperative.
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 vendors 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
Companys eligibility to apply Interpretation 17.06.
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 no 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 managements Assertion of Compliance with
Applicable Servicing Criteria.
/s/ KPMG | ||||
Chicago, Illinois February 25, 2010 |
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