EXHIBIT 34.1







Report of Independent Registered Public Accounting Firm

To the Board of Directors of CIT Financial USA, Inc.:

We have examined management's assertion, included
in the accompanying Report on Compliance with Applicable Servicing Criteria Pursuant
to Item 1122 of Regulation AB, that CIT Financial USA, Inc. (the Company)
complied 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,
which asset-backed securities transactions were issued on or after January 1,
2006  for which the Company acted as master servicer
(the Platform)
 as of December 31, 2006, and
for the year then ended, excluding criteria 1122(d)(1)(iii), 1122(d)(1)(iv),
1122(d)(2)(vi), 1122(d)(4)(i),  1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(vi),
1122(d)(4)(vii), 1122(d)(4)(viii), 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. 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.

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EXHIBIT 34.1

In our opinion, management's
    assertion that CIT Financial USA, 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 for which the Company
    acted as master servicer involving equipment lease receivables, which asset-backed
    securities transactions were issued on or after January 1, 2006 is fairly
stated, in all material respects.



/s/ PricewaterhouseCoopers LLPNew York, NYMarch 30, 2007







(2)

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