**Exhibit 34.1**


**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




To
      the Partners of Litton Loan Servicing LP:





We
      have
      examined Litton
      Loan Servicing LP ’s
      (the
      "Company" or "Management") compliance with
      the servicing criteria set forth in Item 1122(d) of the Securities and Exchange
      Commission’s Regulation AB for the asset-backed securities transactions, which
      were completed after January 1, 2006, and that were registered with the SEC
      pursuant to the Securities Act of 1933  or
      were not required to be registered (the "Platform") described in the
      accompanying Report on Assessment of Compliance with Regulation AB Servicing
      Criteria (the "Report on Assessment of Compliance"), as of December 31, 2007
      and
      for the year then ended (the "Period"), excluding criteria 1122(d)(1)(iii),
      1122(d)(4)(i), and 1122(d)(4)(xv) which the Company has determined are not
      applicable to the servicing activities performed by it with respect to the
      Platform. Management is responsible for the Company's compliance with the
      servicing criteria. Our responsibility is to express an opinion on the Company's
      compliance with the servicing criteria based on our examination.





Our
      examination was conducted in accordance with 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 applicable
      servicing criteria and performing such other procedures as we considered
      necessary in the circumstances. Our examination included testing of selected
      asset-backed transactions and securities that comprise the Platform, testing
      of
      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 applicable servicing criteria. 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 detect noncompliance arising from errors that may have occurred
      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. 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 the servicing
      criteria set forth in Item 1122(d)(2)(vii), 1122(d)(4)(iii) and 1122(d)(4)(vi)
      of Regulation AB applicable to the Company during the Period. Investor
      bank account reconciliations included certain reconciling items that were not
      resolved within 90 calendar days of their original identification. Certain
      loan
      buyouts from pool assets were not made within timeframes established in the
      transaction agreements. Certain loans were modified during the Reporting Period
      that included a modified maturity date that exceeded the latest maturity date
      established in the transaction agreements.





In
      our
      opinion, except for the material noncompliance described in the preceding
      paragraph, Litton
      Loan Servicing LP complied
      with the aforementioned applicable servicing criteria as of and for the year
      ended December 31, 2007 for
      the asset-backed securities transactions, which were completed after January
      1,
      2006, and that were registered with the SEC pursuant to the Securities Act
      of
      1933 or were not required to be registered ,
      in all
      material respects.








*/s/
      PricewaterhouseCoopers LLP*





March
      3,
      2008