[LETTERHEAD OF NDB LLP]

  

 

**Report of IndependentRegistered Public Accounting Firm**

 

 

 

Senior Management

Rialto Capital Advisors,LLC

 

 

 

We haveexamined management's assertion, included in the accompanying Management's Assertion on Compliance with Applicable Regulation ABServicing Criteria ("Management Assertion"), that Rialto Capital Advisors, LLC ("Rialto"), complied with theservicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's (SEC) Regulation AB with respect to thecommercial mortgage loan platform *("Regulation AB Platform")*as defined in the Management Assertion related tothe below named Commercial Mortgage-Asset Backed Securities Transactions, except for any instances of material non-compliance describedtherein, as of December 31 2012, and for the reporting period of May 1, 2012, to December 31, 2012, excluding criteria 1122 (d)(1)(iii),(d)(3)(ii), (d)(3)(iii), (d)(3)(iv), (d)(4)(iv), (d)(4)(v), (d)(4)(ix), (d)(4)(x) (d)(4)(xi), (d)(4)(xii), (d)(4)(xiii), and (d)(4)(xv)which management has determined are not applicable to the activities performed by Rialto with respect to the platform.

 

 

Managementis responsible for Rialto's compliance with the servicing criteria. Our responsibility is to express an opinion on Management'sAssertion about Rialto's compliance with the relevant servicing criteria based on our examination.

 

Our examinationwas conducted in accordance with standards of the Public Company Accounting Oversight Board (United States) and, accordingly, includedexamining on a test basis, evidence about Rialto's compliance with the servicing criteria and performing such other proceduresas we considered necessary in the circumstances. Our examination included a

 

 

*NDB, A PCAOB CPA Firm*

 

selection of samples of transactionsand compliance activities related to the platform during the examination period and determining whether Rialto processed thosetransactions and performed those activities in compliance with the relevant servicing criteria. Our testing of selected transactionsand compliance activities was limited to calculations, reports, and activities performed by Rialto during the period covered bythis report. Our procedures did not include determining whether errors may have occurred prior to our tests that may have affectedthe balances or amounts calculated or reported by Rialto during the period covered by this report for the selected transactionsor any other transaction. We believe that our examination provides a reasonable basis for our opinion. Our examination does notprovide a legal determination on Rialto's compliance with the servicing criteria.

 

In our opinion, Management's Assertionthat Rialto, complied with the relevant servicing criteria related to the aforementioned Commercial Mortgage-Asset Backed SecuritiesTransactions, backed by the mortgage collateral pledged under such Commercial Mortgage-Asset Backed Securities Transactions, asof May 1, 2012, and the aforementioned reporting period ending December 31, 2012, is fairly stated, in all material respects.

 

 

 

NDB Accountants & Consultants, LLP

***Atlanta, Georgia.***

February 28, 2013.

 

 

 

 

 

 

 

 

 

 

 

 

*NDB, A PCAOB CPA Firm*