Exhibit
      34(c)


ERNST 
      & YOUNG


**Ernst
              & Young LLP**
            Phone:
              (212) 773-30005
              Times Square
            www.ey.comNew
              York, New York 10036-6530




**Report
        of Independent Registered Public Accounting Firm**
  Board
        of
        Directors
 The
        Bank
        of New York
  We
        have
        examined management's assertion, included in the accompanying Management's
        Report on Assertion of Compliance with Applicable Servicing Criteria that
        The
        Bank of New York and The Bank of
        New
        York Trust Company, N.A., (collectively, the "Company"), complied with the
        servicing criteria set forth in Item 1122 (d) of the Securities and Exchange
        Commission's Regulation AB for the publicly issued
        (i.e. transaction-level reporting initially required under the Securities
        and
        Exchange Act of 1934, as amended) residential mortgage-backed securities
        and
        other mortgage-related asset-backed securities issued
        on
        or after January 1, 2006 (and like-kind transactions issued prior to January
        1,
        2006) for which the
        Company provides trustee, securities administration, paying agent, or custodial
        services (the "Platform")
        as of and for the year ended December 31, 2006 except for criteria 1122
        (d)(l)(ii)-(iv), and 1122
        (d)(4)(iv)-(xiii), which the Company has determined are not applicable to
        the
        activities performed by
        them
        with respect to the servicing Platform covered by this report. The Platform
        includes like-kind transactions
        for which the Company provided trustee, securities administration, paying
        agent
        or custodial services
        as a result of the Company's acquisition as of October 1, 2006 of portions
        of
        JPMorgan Chase Bank,
        N.A.'s corporate trust business, including structured finance agency and
        trust
        transactions. Management
        is responsible for the Company's compliance with those servicing criteria.
        Our responsibility
        is to express an opinion on management's assertion about the Company's
        compliance with the
        servicing criteria based on our examination.
  Our
        examination was conducted in accordance with attestation standards established
        by the American Institute
        of Certified Public Accountants, as adopted by 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
        less than all of the individual
        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 and as permitted by the Interpretation 17.06 of the SEC Division
        of
        Corporation Finance Manual of Publicly Available Telephone Interpretations
        ("Interpretation 17.06"). 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.
  A
              Member
              Practice of Ernst & Young Global
   In
        our
        opinion, management's assertion that the Company complied with the
        aforementioned servicing criteria,
        including servicing criteria for which compliance is determined based on
        Interpretation 17.06 as described above, as applicable, as of and for the
        year
        ended December 31, 2006 for the Platform, is fairly stated,
        in all material respects.
  
  /s/
        Ernst
& Young LLP
  March
        1,
        2007