Exhibit
      99.4




**Report
      of Independent Registered Public Accounting Firm**




To
      the
      Board of Directors of


First
      Marblehead Data Services, Inc.





We
      have
      examined management’s  assertion,
      included in Management’s Assessment of Compliance with Regulation AB Servicing
      Criteria appearing under Exhibit 99.3, that First Marblehead Data Services,
      Inc.
      (the "Company") 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)(2)(i),
      1122(d)(2)(vi), and 1122 (d)(4)(i)-(xiv) ,
      which
      the Company 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 99.3.  Management
      is responsible for the Company’s compliance with the applicable servicing
      criteria. Our
      responsibility is to express an opinion on management’s assertion about the
      Company’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 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 transactions and compliance
      activities related to the Regulation AB Platform during the period from March
      9,
      2006 through
      June 30, 2006 and determining whether the Company 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 99.3 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 the Company 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 the Company’s compliance
      with applicable servicing criteria.





In
      our
      opinion, management’s assertion that the Company 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 99.3 is fairly stated, in all
      material respects.




/s/PricewaterhouseCoopers LLP





Harrisburg,
      Pennsylvania


September
      27, 2006