**Management’s      Assertion on Compliance with Item 1122 Criteria**

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**Appendix          A**

**Regulation          AB 1122(d) Servicing Criteria**

**Addressed          in 2006 Assessment of Compliance**

|  **Reg                    AB Reference** |  **Servicing                    Criteria**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  **LaSalle                    Bank NA****Master                    Servicing Applicable Activities** |
|-----------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------|
|                                          | **General                    Servicing Considerations**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                      |
| 1122(d)(1)(i)                                 | Policies                    and procedures are instituted to monitor any performance or other                    triggers                    and events of default in accordance with the transaction                    agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | X                                                                                                         |
| 1122(d)(1)(ii)                                | If                    any material servicing activities are outsourced to third parties,                    policies and procedures are instituted to monitor the third party’s                    performance and compliance with such servicing activities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | X                                                                                                         |
| 1122(d)(1)(iii)                               | Any                    requirements in the transaction agreements to maintain a back-up                    servicer                    for the Pool Assets are maintained.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                      |
| 1122(d)(1)(iv)                                | A                    fidelity bond and errors and omissions policy is in effect on                    the party                    participating in the servicing function throughout the reporting                    period in                    the amount of coverage required by and otherwise in accordance                    with the                    terms of the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | X                                                                                                         |
|                                          | **Cash                    Collection and Administration**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                      |
| 1122(d)(2)(i)                                 | Payments                    on pool assets are deposited into the appropriate custodial bank                    accounts                    and related bank clearing accounts no more than two business                    days                    following receipt, or such other number of days specified in                    the                    transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | X                                                                                                         |
| 1122(d)(2)(ii)                                | Disbursements                    made via wire transfer on behalf of an obligor or to an investor                    are made                    only by authorized personnel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | X                                                                                                         |
| 1122(d)(2)(iii)                               | Advances                    of funds or guarantees regarding collections, cash flows or distributions,                    and any interest or other fees charged for such advances, are                    made,                    reviewed and approved as specified in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | X                                                                                                         |
| 1122(d)(2)(iv)                                | The                    related accounts for the transaction, such as cash reserve accounts                    or                    accounts established as a form of over collateralization, are                    separately                    maintained (e.g., with respect to commingling of cash) as set                    forth in the                    transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | X                                                                                                         |
| 1122(d)(2)(v)                                 | Each                    custodial account is maintained at a federally insured depository                    institution as set forth in the transaction agreements. For purposes                    of                    this criterion, “federally insured depository institution” with respect to                    a foreign financial institution means a foreign financial institution                    that                    meets the requirements of Rule 13k-1(b)(1) of the Securities                    Exchange Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | X                                                                                                         |
| 1122(d)(2)(vi)                                | Unissued                    checks are safeguarded so as to prevent unauthorized access.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                      |
| 1122(d)(2)(vii)                               | Reconciliations                    are prepared on a monthly basis for all asset-backed securities                    related                    bank accounts, including custodial accounts and related bank                    clearing                    accounts. These reconciliations are (A) mathematically accurate;                    (B)                    prepared within 30 calendar days after the bank statement cutoff                    date, or                    such other number of days specified in the transaction agreements;                    (C)                    reviewed and approved by someone other than the person who prepared                    the                    reconciliation; and (D) contain explanations for reconciling                    items. These                    reconciling items are resolved within 90 calendar days of their                    original                    identification, or such other number of days specified in the                    transaction                    agreements. | X                                                                                                         |
|                                          | **Investor                    Remittances and Reporting**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                      |
| 1122(d)(3)(i)                                 | Reports                    to investors, including those to be filed with the Commission,                    are                    maintained in accordance with the transaction agreements and                    applicable                    Commission requirements. Specifically, such reports (A) are prepared                    in                    accordance with timeframes and other terms set forth in the transaction                    agreements; (B) provide information calculated in accordance                    with the                    terms specified in the transaction agreements; (C) are filed                    with the                    Commission as required by its rules and regulations; and (D)                    agree with                    investors’ or the indenture trustee’s records as to the total unpaid                    principal balance and number of Pool Assets serviced by the related                    Servicer.                                                                         | X                                                                                                         |
| 1122(d)(3)(ii)                                | Amounts                    due to investors are allocated and remitted in accordance with                    timeframes,                    distribution priority and other terms set forth in the transaction                    agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | X                                                                                                         |
| 1122(d)(3)(iii)                               | Disbursements                    made to an investor are posted within two business days to the                    related                    Servicer’s investor records, or such other number of days specified in                    the                    transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | X                                                                                                         |
| 1122(d)(3)(iv)                                | Amounts                    remitted to investors per the investor reports agree with cancelled                    checks, or other form of payment, or custodial bank statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | X                                                                                                         |
|                                          | **Pool                    Asset Administration**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                      |
| 1122(d)(4)(i)                                 | Collateral                    or security on pool assets is maintained as required by the transaction                    agreements or related pool asset documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                      |
| 1122(d)(4)(ii)                                | Pool                    assets and related documents are safeguarded as required by the                    transaction agreements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                      |
| 1122(d)(4)(iii)                               | Any                    additions, removals or substitutions to the asset pool are made,                    reviewed                    and approved in accordance with any conditions or requirements                    in the                    transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | X                                                                                                         |
| 1122(d)(4)(iv)                                | Payments                    on pool assets, including any payoffs, made in accordance with                    the related                    pool asset documents are posted to the related Servicer’s obligor records                    maintained no more than two business days after receipt, or such                    other                    number of days specified in the transaction agreements, and allocated                    to                    principal, interest or other items (e.g., escrow) in accordance                    with the                    related pool asset documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                      |
| 1122(d)(4)(v)                                 | The                    related Servicer’s records regarding the pool assets agree with the                    related Servicer’s records with respect to an obligor’s unpaid principal                    balance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                      |
| 1122(d)(4)(vi)                                | Changes                    with respect to the terms or status of an obligor's pool assets                    (e.g.,                    loan modifications or re-agings) are made, reviewed and approved                    by                    authorized personnel in accordance with the transaction agreements                    and                    related pool asset documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | X                                                                                                         |
| 1122(d)(4)(vii)                               | Loss                    mitigation or recovery actions (e.g., forbearance plans, modifications                    and                    deeds in lieu of foreclosure, foreclosures and repossessions,                    as                    applicable) are initiated, conducted and concluded in accordance                    with the                    timeframes or other requirements established by the transaction                    agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | X                                                                                                         |
| 1122(d)(4)(viii)                              | Records                    documenting collection efforts are maintained during the period                    a pool                    asset is delinquent in accordance with the transaction agreements.                    Such                    records are maintained on at least a monthly basis, or such other                    period                    specified in the transaction agreements, and describe the entity’s                    activities in monitoring delinquent pool assets including, for                    example,                    phone calls, letters and payment rescheduling plans in cases                    where                    delinquency is deemed temporary (e.g., illness or unemployment).                                                                                                                                                                                                                                                                                                                      |                                                                                                      |
| 1122(d)(4)(ix)                                | Adjustments                    to interest rates or rates of return for pool assets with variable                    rates                    are computed based on the related pool asset documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | X                                                                                                         |
| 1122(d)(4)(x)                                 | Regarding                    any funds held in trust for an obligor (such as escrow                    accounts): (A)                    such funds are analyzed, in accordance with the obligor’s pool asset                    documents, on at least an annual basis, or such other period                    specified in                    the transaction agreements; (B) interest on such funds is paid,                    or                    credited, to obligors in accordance with applicable pool asset                    documents                    and state laws; and(C)                    such funds are returned to the obligor within 30 calendar days                    of full                    repayment of the related pool assets, or such other number of                    days                    specified in the transaction agreements.                                                                                                                                                                                  |                                                                                                      |
| 1122(d)(4)(xi)                                | Payments                    made on behalf of an obligor (such as tax or insurance payments)                    are made                    on or before the related penalty or expiration dates, as indicated                    on the                    appropriate bills or notices for such payments, provided that                    such support                    has been received by the servicer at least 30 calendar days prior                    to these                    dates, or such other number of days specified in the transaction                    agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                      |
| 1122(d)(4)(xii)                               | Any                    late payment penalties in connection with any payment to be made                    on behalf                    of an obligor are paid from the related Servicer’s funds and not charged                    to the obligor, unless the late payment was due to the obligor’s error or                    omission.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                      |
| 1122(d)(4)(xiii)                              | Disbursements                    made on behalf of an obligor are posted within two business days                    to the                    obligor’s records maintained by the servicer, or such other number of                    days                    specified in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                      |
| 1122(d)(4)(xiv)                               | Delinquencies,                    charge-offs and uncollectible accounts are recognized and recorded                    in                    accordance with the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | X                                                                                                         |
| 1122(d)(4)(xv)                                | Any                    external enhancement or other support, identified in Item 1114(a)(1)                    through (3) or Item 1115 of Regulation AB, is maintained as set                    forth in                    the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                      |

**Appendix      B**

**Regulation      AB Applicable Transactions**

**Addressed      in 2006 Assessment of Compliance**

**LaSalle      Bank NA Master Servicing**