MS Structured Tile Series 2006-1 10-K

Exhibit
34.1



Attestation
Report of Ernst & Young LLP on Assessment of U.S. Bank National Association’s Compliance with Servicing Criteria for
Asset-Backed Securities



| | Report of Independent Registered Public Accounting Firm | 
| | ------------------------------------------------------- | 



The
Board of Directors

U.S.
Bank National Association and U.S. Bank Trust Company, National Association



We
have examined management’s assertion, included in the accompanying Report on Assessment of Compliance with Applicable Servicing
Criteria, that U.S. Bank National Association and U.S. Bank Trust Company, National Association (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 U.S. Bank Corporate Trust Asset-Backed Securities Platform (the “Platform”), for which the Company provides
trustee, securities administration, registrar and paying agent services, as of and for the year ended December 31, 2023, except
for servicing criteria Items 1122(d)(1)(iii), 1122(d)(4)(i)-(ii), and 1122(d)(4)(iv)-(xiv), which the Company has determined are
not applicable to the activities it performs 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
and 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 asset-backed 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 Items 1122(d)(1)(ii), 1122(d)(1)(v), and 1122(d)(2)(iii) of Regulation AB, there were no servicing
activities performed by the Company during the year ended December 31, 2023 that required these servicing criteria to be complied
with. We believe that the evidence we obtained is sufficient and appropriate to provide a reasonable basis for our opinion.



We
are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant
ethical requirements related to our examination engagement.



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 December 31, 2023, for the U.S. Bank Corporate Trust Asset-Backed Securities Platform is fairly stated, in all material
respects.





/s/Ernst
& Young LLP



Minneapolis,
Minnesota

February 27, 2024