**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 and Exchange Act of 1934, as amended) 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 or paying agent services, other than residential mortgage backed securities and other mortgage-related asset-backed securities (the “Platform”) as of and for the yearended December 31, 2006 except for criteria 1122 (d)(1)(ii)-(iv), 1122 (d)(2)(iii), 1122 (d)(2)(vi), 1122 (d)(4)(vi)-(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. The 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. 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 TelephoneInterpretations (“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.

 

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