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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
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 accompanying managements 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 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, 2010. 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, 2010. Management is responsible for the Companys
compliance with the servicing criteria. Our responsibility is to express an opinion on
managements assessment about 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 criterion 1122 (d)(2)(vi), the Company has engaged a vendor to perform
the activities required by this 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.
In our opinion, managements 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
February 25, 2011