EXHIBIT 34.2







Report of Independent Registered Public Accounting Firm

To the Board of Directors of CIT Communications Finance Corporation:

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 Communications
  Finance Corporation (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 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) 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
  criteria 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 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 34.2

In our opinion, management's assertion that CIT Communications Finance Corporation 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, which asset-backed securities transactions were issued on or after January 1, 2006 for which the Company acted as subservicer is fairly stated, in all material respects.
/s/ PricewaterhouseCoopers LLPNew York, NYMarch 30, 2007

(2)

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