EXHIBIT 34.1
EXHIBIT 34.1
Report of Independent Registered Public Accounting Firm
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The Board of Directors
The Bank of New York
The Bank of New York (Delaware)
The Bank of New York Trust Company, N.A.:
We have examined The Bank of New York, The Bank of New York (Delaware) and the
Bank of New York Trust Company, N.A., (collectively, the "Company") compliance
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) for which the
Company provides trustee, securities administration or paying agent services,
other than residential mortgage-backed securities and other mortgage-related
asset-backed securities (the Platform), except for servicing criteria
1122(d)(1)(ii), 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
June 15, 2007 and for the period January 1, 2007 through June 15, 2007.
Management is responsible for the Company's compliance with those 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 of
less than all of the individual asset-backed transactions and securities that
comprise the Platform, testing of less than all of the 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.
Our examination disclosed the following material noncompliance with respect to
criterion 1122(d)(2)(i) applicable to the Company as of June 15, 2007 and for
the period January 1, 2007 through June 15, 2007. 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 as of June 15, 2007 and for the period January 1, 2007 through June 15,
2007.
/s/ KPMG LLP
Chicago, Illinois
August 29, 2007