Exhibit
      99.2




**Report
      of Independent Registered Public Accounting Firm**




To
      the
      Board of Directors of


Pennsylvania
      Higher Education Assistance Agency





We
      have
      examined management’s  assertion,
      included in Management’s Assessment of Compliance with Regulation AB Servicing
      Criteria appearing under Exhibit 99.1, that the Pennsylvania Higher Education
      Assistance Agency ("PHEAA") complied with the servicing criteria set forth
      in
      Item 1122(d) of the Securities and Exchange Commission's Regulation AB for
      the
      funding trust transactions backed by student loan receivables platform (the
      "Regulation AB Platform") as of and from March 9, 2006 through June 30, 2006 excluding
      criteria 1122 (d)(1)(i)-(iii);
      1122 (d)(2)(ii)-(iii); 1122 (d)(3)(i)-(iv); 1122 (d)(4)(i), (iii), (x) - (xiii),
      and (xv) ,
      which
      PHEAA has determined are not applicable to the activities performed by them
      with
      respect to the Regulation AB Platform. The Regulation AB Platform includes
      the
      asset-backed transactions and securities listed in Appendix B of Exhibit 99.1.  Management
      is responsible for the PHEAA's compliance with the applicable servicing
      criteria. Our
      responsibility is to express an opinion on management’s assertion about PHEAA’s
      compliance with the applicable 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 PHEAA'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 transactions and compliance
      activities related to the Regulation AB Platform during the period from March
      9,
      2006 through
      June 30, 2006 and determining whether PHEAA processed those transactions and
      performed those activities in compliance with the applicable servicing criteria.
      In performing these procedures, our testing did not include all the individual
      asset-backed transactions and securities listed in Appendix B of Exhibit 99.1
      that comprise the Regulation AB Platform. Our procedures were limited to
      transactions and compliance activities related to the Regulation AB Platform
      from March
      9,
      2006 through
      June 30, 2006 and did not include an assessment of the impact of prior period
      activities that might have affected the amounts reported by PHEAA from March
      9,
      2006 through
      June 30, 2006. We
      believe that our examination provides a reasonable basis for our opinion. Our
      examination does not provide a legal determination on PHEAA’s compliance with
      applicable servicing criteria.





In
      our
      opinion, management’s assertion that PHEAA complied with the aforementioned
      applicable servicing criteria as of and from March 9, 2006 through June 30,
      2006
      for the funding trust transactions backed by student loan receivables listed
      in
      Appendix B of Exhibit 99.1 is fairly stated, in all material respects.




/s/PricewaterhouseCoopers LLP





Harrisburg,
      Pennsylvania


September
      27, 2006