Attached files
Exhibit 34.2
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.:
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 the 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.
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 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 managements Assertion of Compliance with
Applicable Servicing Criteria.
(Signed) KPMG, LLP
Chicago, Illinois
February 25, 2010
February 25, 2010