**PricewaterhouseCoopers
                LLP**
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                  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 management ’s
        assertion, included in the accompanying Management’s Report on Assessment
        of Compliance with Applicable Servicing Criteria, that JPMorgan Chase Bank,
        National Association (the "Company") complied with the servicing criteria
        set
        forth in Item 1122(d) of the Securities and Exchange Commission's Regulation
        AB
        as of December 31, 2006 and for the period from October 1, 2006 to December
        31,
        2006 (the "Reporting Period") for the asset-backed securities transactions
        backed by residential mortgages, home equity loans, auto loans, credit cards,
        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"), excluding
        criteria 1122(d)(1)(i)-(iv), 1122(d)(2)(i)-(vi), 1122(d)(3)(i)-(iv) and
        1122(d)(4)(i)-(xv), which the Company
        has determined are not applicable to the servicing 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 management's assertion 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.
  In
        our
        opinion, management ’s
        assertion that JPMorgan Chase Bank, National Association complied with
        the
        aforementioned applicable servicing criteria as of and for the period ended
        December 31, 2006 for the Platform is fairly stated, in all material
        respects.
   /s/
        PricewaterhouseCoopers LLP
  New
        York, New York
 March
        12,
        2007