Attached files
file | filename |
---|---|
10-K - 10-K - CEF EQUIPMENT HOLDING LLC | v177524_10k.htm |
EX-35.1 - EX-35.1 - CEF EQUIPMENT HOLDING LLC | v177524_ex35-1.htm |
EX-33.2 - EX-33.2 - CEF EQUIPMENT HOLDING LLC | v177524_ex33-2.htm |
EX-33.1 - EX-33.1 - CEF EQUIPMENT HOLDING LLC | v177524_ex33-1.htm |
EX-31.1 - EX-31.1 - CEF EQUIPMENT HOLDING LLC | v177524_ex31-1.htm |
EX-34.2 - EX-34.2 - CEF EQUIPMENT HOLDING LLC | v177524_ex34-2.htm |
Exhibit
34.1
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Attestation
Report of Compliance with Servicing Criteria of KPMG LLP, on behalf
of
|
|
General
Electric Capital Corporation
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Report
of Independent Registered Public Accounting Firm
The Board
of Directors of the General Electric Capital Corporation:
We have
examined the compliance of General Electric Capital Corporation (the Company)
with the servicing criteria set forth in Item 1122(d) of the Securities and
Exchange Commission’s Regulation AB for GE Equipment Midticket LLC, Series
2006-1, Series 2007-1 and Series 2009-1 (the Platform), except for servicing
criteria 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(2)(vi), 1122(d)(4)(x),
1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), 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. 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 Management’s Assertion of Compliance, for servicing criteria
1122(d)(2)(i), 1122(d)(2)(vii)(A)-(B), 1122(d)(2)(vii)(D), 1122(d)(4)(ii),
1122(d)(4)(iv) and 1122(d)(4)(viii), the Company has engaged various vendors to
perform the activities required by these servicing criteria. The Company has
determined that none of these vendors is 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 each 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 each vendor. The
Company is solely responsible for determining that it meets the SEC requirements
to apply Interpretation 17.06 for the vendors 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 the following material noncompliance with servicing
criteria 1122(d)(2)(vii) applicable to the Company as of and for the
twelve months ended December 31, 2009:
·
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With
respect to servicing criterion 1122(d)(2)(vii), for certain custodial bank
and related bank clearing accounts, reconciliations were not prepared and
for certain custodial bank and related bank clearing accounts,
reconciliations were not prepared within 30 calendar days after the bank
statement cutoff date.
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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)(i), 1122(d)(2)(vii)(A)-(B), 1122(d)(2)(vii)(D),
1122(d)(4)(ii), 1122(d)(4)(iv) and 1122(d)(4)(viii) for which compliance is
determined based on Interpretation 17.06 as described above, as of and for the
twelve months ended December 31, 2009.
(Signed)
KPMG, LLP
Chicago,
Illinois
March 12,
2010