KPMG
                LLP700
                Louisiana StreetHouston,
                TX 77002








**Report
      of Independent Registered Public Accounting Firm**




The
      Board
      of Directors


GEMS
      A
      Loan Services, L. P.:





We
      have
      examined management's assessment, included in the accompanying Management's
      Assertion on Compliance with Regulation AB Criteria (Management's Assertion),
      that GEMSA Loan Services, L.P., a Delaware limited partnership, (the Company)
      complied with the servicing criteria set forth in Item 1122(d) of the Securities
      and Exchange Commission's (SEC) Regulation AB for all asset-backed securities
      transactions conducted by the Company that were registered with the Securities
      and Exchange Commission pursuant to the Securities Act of 1933 where the related
      asset-backed securities were outstanding during the year ended December 31,
      2006
      (the Platform), except for servicing criteria 1122(d)(1)(iii), 1122(d)(3)(i)(a),
      (b), (c), (d), 1122(d)(3)(ii), 1122(d)(3)(iii), 1122(d)(3)(iv), 1122(d)(4)(iii),
      1122(d)(4)(vii) and 1122(d)(4)(xv), which the Company has determined are not
      applicable to the activities it performs with respect to the Platform, as of
      and
      for the year ended December 31, 2006, excluding securitized transactions
      registered prior to January 1, 2006, and/or unregistered and/or unsecuritized
      transactions. Management is responsible for the Company's compliance with those
      servicing criteria. Our responsibility is to express an opinion on management's
      assessment about 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.





As
      described in the accompanying Management's Assertion, for servicing criteria
      1122(d)(2)(i), 1122(d)(2)(vii)(a), (b) and
      (d),
      1122(d)(4)(i), 1122(d)(4)(vi), 1122(d)(4)(x) (a) and (b),and 1122(d)(4)(xi),
      the
      Company has engaged various vendors to perform the activities required by these
      servicing criteria. The Company has determined that these vendors are 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 each 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




KPMG
            LLP,
            a U.S. limited liability partnership, is the U.S.
 member
            firm of KPMG International, a Swiss cooperative.




designed
        to provide reasonable assurance that the vendors' activities comply in all
        material respects with the servicing criteria applicable to each vendor.
        The
        Company is solely responsible for determining that it meets the SEC requirements
        to apply Interpretation 17.06 for the vendors and related criteria as described
        in its assertion, and we performed no procedures with respect to the Company's
        eligibility to apply Interpretation 17.06.
 
 In
        our
        opinion, management's assessment that the Company complied with the
        aforementioned servicing criteria, including servicing criteria 1122(d)(2)(i),
        1122(d)(2)(vii)(a), (b) and (d), 1122(d)(4)(i), 1122(d)(4)(vi), 1122(d)(4)(x)
        (a) and (b),and 1122(d)(4)(xi) for which compliance is determined based on
        Interpretation 17.06 as described above, is fairly stated as of and for the
        year
        ended December 31, 2006, in all material respects.
 
 
 /s/
        KPMG
        LLP
 
 Houston,
        Texas
 February
        28, 2007