**EXHIBIT 34.2.1**

 

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**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, The Bank of New York Trust Company, N.A., and The Bank of New York (Delaware),            (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 Exchange Act of 1934, as amended) asset-backed securities issued on or after            April 1, 2006 (and like-kind transactions issued prior to April 1, 2006), for which the            Company provides trustee, securities administration, or paying agent services, other            than residential mortgage-backed securities and other mortgage-related asset-backed            securities (the "Platform"), which Platform includes like-kind transactions for which            the Company provided trustee, securities administration, or paying agent 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, as of and for the year ended March 31, 2007, except for criteria 1122            (d)(1)(ii)-(iv), 1122 (d)(4)(vi), 1l22 (d)(4)(viii), and 1122 (d)(4)(x)-(xiv), which            the Company has determined are not applicable to the activities performed by them with            respect to the servicing platform covered by this report. 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. 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.            Although the Company is responsible for assessing compliance with Item 1122 (d)(2)(iii)            and 1122

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(d)(4)(vii) of Regulation AB, there were no servicing activities            performed by the Company during the year ended March 31, 2007 that required these            servicing criteria to be complied with. 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 the Company complied with the aforementioned            servicing criteria as of and for the year ended March 31, 2007 for the Platform, is            fairly stated, in all material respects.

/s/ Ernst & Young LLP

June            8, 2007

 

 

 

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