**KPMG
                LLP**
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            www.us.kpmg.com








Report
      of Independent Registered Public Accounting Firm




The
      Board
      of Directors


Babson
      Capital Management LLC:




We
      have
      examined Babson Capital Management LLC’s (the "Company") compliance with the servicing
      criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation
      AB for commercial mortgage backed security transactions (the "Platform"),
      except for
      servicing criteria 1122(d)(1) (iii), 1122(d)(2)(iii)-(iv), 1122(d)(2)(vi), 1122(d)(3)(ii)-(iv), 1122(d)(4)(i),
      1122(d)( 4)(iii), 1122(d)(4)(vi), 1122(d)(4)(ix) 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 seven month
      period ended December 31, 2006. Appendix A to the accompanying Management
      Assertion identifies the individual asset-backed transactions and securities
      defined by management as constituting the Platform. Management is
      responsible for the Company's co mpliance
      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 activites related to the Platform, and determining
      whether the Company processed those selected transactions and performed those
      selected activites in compliance with the servicing criteria.
      Futhermore, 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 t he
      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 criterion
      1122(d)( 2)(vii)(B) applicable
      to the Company as of and for the seven month period ended December 31, 2006.
      Certain reconciliations for asset-backed securities related bank accounts,
      including custodial accounts and related bank clearing accounts, were not
      prepared within 25 days specified in the service agreement.




As
      described in the accompanying Management Assessment, for servicing criterion
      11 22(d)(4)(ii), the
      Company has engaged a vendor to perform the activities required by this
      servicing criteria. The
      Company has determined that this vendor is not considered a "servicer"




KPMG
        LLP, a U.S. limited liability partnership, is the U.S.


member
        firm of KPMG International, a Swiss cooperative.












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 the 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 designed
      to provide reasonable assurance that t he
      vendor's activities comply in all material
      respects with the servicing criterion applicable to t he
      vendor. The Company is solely responsible for determining that it meets the
      SEC
      requirements to apply Interpretation 17.06 for the vendor and the related
      criterion 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, except for the material noncompliance described above, the Company
        complied, in all material
        respects, with the aforementioned servicing criteria, including servicing
        criteria 1 122(d)(4)(ii)
        for which compliance is based on Interpretation 17.06 as described above,
        as of and
        for
        the seven month period ended December 31, 2006.





/s/
      KPMG
      LLP





Boston,
      Massachusetts


March
      27,
      2007