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PricewaterhouseCoopers LLP
              350 South Grand Avenue
              Los Angeles CA 90071
              Telephone (213) 356 6000
              Facsimile (813) 637 4444







Report
of Independent Registered Public Accounting Firm





To the
Board of Directors and Shareholder of Countrywide Home Loans, Inc. and
Countrywide Home Loans Servicing, L.P.:





We have
examined Countrywide Home Loans, Inc. (“CHL") and Countrywide Home Loans
Servicing, L.P.
(“Countrywide Servicing LP", and together with CHL, the "Servicer"), each a
wholly-owned indirect subsidiary of Bank of America Corporation, together with
their affiliates Countrywide Tax Services Corporation
(“Countrywide Tax Services") and Newport Management Corporation ("Newport Management",
and together with the Servicer and Countrywide Tax Services, the “Company"),
compliance with the servicing criteria set forth in Item 1122(d) of the
Securities and Exchange Commission's
Regulation AB for publicly-issued (i.e., registered with the Securities and
Exchange Commission
pursuant to the Securities Act of 1933, as amended) residential mortgage-backed
securities (securities collateralized by residential mortgage loans, including
prime, alternative loan products, sub-prime, HELOC and closed seconds) issued on
or after January 1, 2006 for which the Company
provides cash collection and administration, investor remittances and reporting
(except for those activities relating to trustee and paying agent services), and
pool asset administration (except for those activities relating to custodial
operations of pool assets and related documents), and for which the related
issuer has a fiscal year end of December 31, 2008. The platform excludes any
transactions issued by any government sponsored enterprise for which the Company
provides the servicing functions described in the preceding sentence (the
Platform) described in the accompanying Assessment
of Compliance with Applicable Servicing Criteria, as of December 31, 2008 and
for the year then ended, excluding criterion 1122(d)(1)(iii), which the Company
determined is not applicable to the servicing activities performed bythem 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)(4)(vi) and 1122(d)(4)(vii) of Regulation AB applicable to the Company
during year ended December
31, 2008. For criterion 1122(d)(4)(vi), in some instances changes with respect
to the terms or status of an obligor's loan were made without the clear consent
of the trustee. For criterion






















1122(d)(4)(vii), certain loss
mitigation or recovery actions were not initiated, conducted or concludedin accordance with the required timeframes
established under the transaction agreements.





In our
opinion, except for the material noncompliance described in the preceding
paragraph, the Company
complied with the aforementioned applicable servicing criteria as of and for the
year ended December
31, 2008 for the Platform, in all material respects.











/s/
PricewaterhouseCoopers LLP





February
27, 2009