EXHIBIT 34.3







Report of Independent Registered Public Accounting Firm

To the Board of Directors of CIT Technology Financing Services, Inc.:

We have examined CIT Technology
  Financing Services, Inc. (the Company) compliance with the servicing
  criteria set forth in Item 1122(d) of the Securities and Exchange Commission's
  Regulation AB for all publicly issued asset-backed securities transactions
  involving equipment loan and lease receivables originated by or acquired through
  the Company, which asset-backed securities transactions were issued on or after
  January 1, 2006 for which the Company acted as subservicer (the Platform)
  described in the accompanying Report on Compliance with Applicable Servicing
  Criteria Pursuant to Item 1122 of Regulation AB as of December 31, 2006, and
  for the year then ended, excluding criteria 1122(d)(1)(i), 1122(d)(1)(iii),
  1122(d)(1)(iv), 1122(d)(2)(iv), 1122(d)(2)(vi), 1122(d)(3)(i), 1122(d)(3)(ii),
  1122(d)(3)(iv), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii),
  1122(d)(4)(xiii), and 1122(d)(4)(xv), which the Company has determined are
  not applicable to the servicing activities performed by it with respect to
  the Platform. As described in management's assertion, for servicing 1122(d)(2)(i),
  1122(d)(4)(i) and 1122(d)(4)(ii), the Company has engaged various vendors to
  perform the activities required by these servicing criteria. The Company has
  determined that these vendors are not considered servicers as defined
  in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility
  for assessing compliance with the servicing criteria applicable to each vendor
  as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance
  Manual of Publicly Available Telephone Interpretations (Interpretation 17.06)
  . As permitted by Interpretation 17.06, the Company has asserted that it has
  policies and procedures in place designed to provide reasonable assurance that
  the vendors' activities comply in all material respects with the servicing
  criteria applicable to each vendor. The Company is solely responsible for determining
  that it meets the SEC requirements to apply Interpretation 17.06 for the vendors
  and related criteria as described in its assertion, and we performed no procedures
  with respect to the Company's determination of its eligibility to use Interpretation
  17.06. 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.

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EXHIBIT 34.3



Our examination disclosed the following material noncompliance with the servicing criterion 1122(d)(2)(vii) of Regulation AB applicable to the Company during the year ended December 31, 2006. Reconciling items in reconciliations for certain asset-backed securities related bank clearing accounts were not resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements, as required by Item 1122(d)(2)(vii)(D) of Regulation AB.

In our opinion, except for the material noncompliance described in the preceding paragraph, CIT Technology Financing Services, Inc. complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2006 for all publicly issued asset-backed securities transactions involving equipment loan and lease receivables originated by or acquired through the Company when such asset-backed securities transactions were issued on or after January 1, 2006 for which the Company acted as subservicer, in all material respects.



/s/ PricewaterhouseCoopers LLPNew York, NY
  
March 30, 2007







(2)

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