**Exhibit 33.4**

**ASSERTIONOF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA**

The Bank of New York, TheBank of New York Trust Company, N. A. and The Bank of New York (Delaware)(collectively, the “Company”) provides this platform-level assessment ofcompliance with the servicing criteria specified in Item 1122(d) of RegulationAB promulgated by the Securities and Exchange Commission.

Management has determinedthat the following servicing criteria are applicable in regards to thefollowing servicing platform for the following period:

Platform:Publicly-issued (i.e., transaction-level reporting initially required under theSecurities Exchange Act of 1934, as amended) asset-backed securities issued onor after January 1, 2006 (and like-kind transactions issued prior to January 1,2006) for which the Company provides trustee, securities administration, orpaying agent services, other than residential mortgage-backed securities andother mortgage-related asset-backed securities. The platform includes like-kindtransactions for which the Company provided trustee, securities administrator,or paying agent services as a result of the Company’s acquisition as of October1, 2006 of portions of JPMorgan Chase Bank, N.A.’s corporate trust business,including structured finance agency and trust transactions.

Applicable ServicingCriteria: All servicing criteria set forth in Item 1122(d),to the extent required by the related transaction agreements as to anytransaction, except for the following criteria: 1122 (d) (1) (ii), (iii), (iv),(2) (iii), (vi), (4) (vi), (vii), (viii), (x), (xi), (xii), (xiii) and (xiv).

Period:Twelve months ended December 31, 2006.

With respect to thePlatform and the Period, the Company provides the following assessment ofcompliance in respect of the Applicable Servicing Criteria:

• The Company isresponsible for assessing its compliance with the Applicable ServicingCriteria.

• The Company hasassessed compliance with the Applicable Servicing Criteria.

• As of December 31, 2006and for the Period, the Company was in material compliance with the ApplicableServicing Criteria.

Ernst & Young LLP, anindependent registered public accounting firm, has issued an attestation reportwith respect to the Company’s foregoing assessment of compliance.
| The  Bank of New York                    |   |   | The Bank of New York                     |
|------------------------------------------|--------|--------|------------------------------------------|
| The Bank of New York Trust Company, N.A. |   |   | The Bank of New York Trust Company, N.A. |
| The Bank of New York (Delaware)          |   |   |                                     |   |   |
|                                     |   |   |                                     |   |   |   |
|                                     |   |   |                                     |   |   |   |
| /s/ Robert L. Griffin                    |   |   |                                     | /s/ Patrick J. Tadie |
| Robert L.  Griffin                       |   |   |                                     | Patrick J. Tadie |
| Authorized  Signer                       |   |   |                                     | Authorized Signer |
|                                     |   |   |                                     |   |   |   |
|                                     |   |   |                                     |   |   |   |
| March 1, 2007                            |   |   |                                     |   |   |   |

 

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