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.:
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. 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.
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.
KPMG, LLP
Chicago, Illinois
February 25,
2010