PricewaterhouseCoopers
      LLP
              One
      North Wacker
              Chicago, IL  60606
              Telephone (312) 298-2000
              Facsimile (312) 298-2001










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 1933or
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