**PricewaterhouseCoopers
                LLP**
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                New
                  York NY 10017
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**Report
          of Independent Registered Public Accounting Firm**
  To
          the
          Board of Directors of JPMorgan Chase Bank, National Association
  We
          have
          examined JPMorgan Chase Bank, National Association ’s
          (the
          "Company") compliance with the
          servicing criteria set forth in Item 1122(d) of the Securities and Exchange
          Commission's Regulation AB
          as of
          September 30, 2006 and for the period from January 1, 2006 to September
          30, 2006
          ( the "Reporting Period") for the asset-backed securities transactions
          backed by
          residential mortgages, home equity loans, auto loans, credit card receivables,
          dealer floor plans, retail installment contracts and manufactured housing
          contracts that were registered with the Securities and Exchange Commission
          pursuant to the Securities Act of 1933, as amended, where the related
          asset-backed securities were outstanding during the Reporting Period (the
          "Platform") described in the accompanying
          Management’s Report on Assessment of Compliance with Applicable Servicing
          Criteria, excluding
          criteria 1122(d)(1)(ii)-(iv), 1122(d)(2)(iii), 1122(d)(2)(vi),
          1122(d)(4)(i)-(ii), and 1122(d)(4)(iv)-(xiv), which the Company has determined
          are not applicable to the activities performed by it with respect to the
          Platform. Appendix A to management's assertion identifies the individual
          asset-backed transactions and securities defined by management as constituting
          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 Items
          1122(d)(3)(i) and 1122(d)(3)(ii) of Regulation AB applicable to the Company
          during the period from January 1, 2006 to September 30, 2006. Certain monthly
          investor reports omitted information required by the transaction agreements
          and/or contained errors in the information presented and certain monthly
          investor distributions contained errors as to amounts due to certain
          investors.
  
  
  In
          our
          opinion, except for the material noncompliance described in the preceding
          paragraph, JPMorgan Chase Bank, National Association complied with the
          aforementioned applicable servicing criteria as of and
          for
          the period ended September 30, 2006 for the Platform, in all material
          respects.
   /s/
          PricewaterhouseCoopers LLP
  New
            York,
            New York
 March
            14,
            2007