EXHIBIT 33.4

REPORT ON ASSESSMENT OF  COMPLIANCE WITH APPLICABLE SERVICING CRITERIA
PURSUANTS TO ITEM 1122 OF REGULATION AB

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | DFS-SPV L.L.C. and Dell
 Financial Services L.L.C., as the party performing on behalf of DFS-SPV
 L.L.C. (collectively, the Subservicer), are the continuing
 entities resulting from the statutory conversion of DFS-SPV L.P. and Dell Financial
 Services L.P., respectively, under the Delaware Revised Uniform Limited Partnership
 Act as of March 20, 2008. The Subservicer is
 responsible for assessing compliance with the servicing criteria applicable
 to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month
 period ended December 31, 2008 (the Reporting
 Period), as set forth
 in Appendix A hereto. The transactions covered by this report include publicly
 issued asset-backed securities transactions, issued on or after January 1, 2006,
 involving equipment loan and lease receivables originated or purchased by Dell
 Financial Services L.L.C. (collectively, the
 Platform) for which the Subservicer acted as a servicer. The individual
 asset-backed securities transactions that comprise the Platform as defined
 by management are included as part of CIT Equipment Collateral 2006-VT1
 Receivable-Backed Notes, CIT Equipment Collateral Series 2006-VT2 Receivable-Backed
 Notes and CIT Equipment Collateral Series 2008-VT1 Receivable-Backed Notes.
 The Receivables Purchase Agreement effective as of October 31, 1998, as amended,
 between  DFS-SPV L.L.C. and CIT
 Financial USA, Inc. is the transaction agreement applicable to the Subservicer;
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2. | The Subservicer has engaged
 certain vendors, which are not servicers as defined in Item 1101(j) of Regulation
    AB (the Vendors),
 to perform specific, limited or scripted activities, and the Subservicer elects
 to take responsibility for assessing compliance with the servicing criteria
 or portion of the servicing criteria applicable to such Vendors activities
 as set forth in Appendix A hereto. The Subservicer has policies and procedures
 in place designed to provide reasonable assurance that the vendor’s activities
 comply in all material respects with the servicing criteria applicable to such
 vendors;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3. | Except as set forth in
 paragraph 4 below, the Subservicer used the criteria set forth in paragraph
 (d) of Item 1122 of Regulation AB to assess the compliance with the
 applicable servicing criteria;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4. | The criteria listed in the
 column titled Inapplicable Servicing Criteria on Appendix A hereto are
 inapplicable to the Subservicer based on the activities it performs, directly
 or through its Vendors, with respect to the Platform;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5. | The Subservicer has
 complied, in all material respects, with the applicable servicing criteria as
 of December 31, 2008 and for the Reporting Period with respect to the
 Platform taken as a whole, except as
 described on Appendix B hereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|6. | The Subservicer has not
 identified and is not aware of any material instance of noncompliance by the
 Vendors with the applicable servicing criteria as of December 31, 2008 and
 for the Reporting Period with respect to the Platform, taken as a whole,
 except as described on Appendix B hereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|7. | The Subservicer has not
 identified any material deficiency in its policies and procedures to monitor
 the compliance by the Vendors with the applicable servicing criteria as of
 December 31, 2008 and for the Reporting Period with respect to the Platform,
 taken as a whole, except as described on
 Appendix B hereto; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8. | PricewaterhouseCoopers LLP,
 an independent registered public accounting firm, has issued an attestation
    report on the Subservicers assessment of compliance with the applicable
    servicing criteria for the Reporting Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

|               |                                 |                                   
|-------------- | ------------------------------- | ----------------------------------
|March 23, 2009 |                                 |                                   
|               |                                 |                                   
|               | DFS-SPV L.L.C.                 
|               |                                 |                                   
|               | By:                             | /s/ Gavan Goss                    
|               |                                 |                                   
|               |                                 | Name:  Gavan Goss                 
|               |                                 | Title:    Chief
 Financial Officer
|               |                                 |                                   
|               | Dell
 Financial Services L.L.C.
|               |                                 |                                   
|               | By:                             | /s/ Gavan Goss                    
|               |                                 |                                   
|               |                                 | Name:  Gavan Goss                 
|               |                                 | Title:    Chief
 Financial Officer

-41-

---



APPENDIX A

|                                   |  |                                                                                                                                                                                                                                                                      |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|---------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------- |  | ------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------
|                                   |  |                                                                                                                                                                                                                                                                      |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|                                   |  | SERVICING CRITERIA                                                                                                                                                                                                                                                   |  | APPLICABLE SERVICING CRITERIA            |  | INAPPLICABLE SERVICING CRITERIA                                                
|                                   |  |                                                                                                                                                                                                                                                                      |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|                                   |  |                                                                                                                                                                                                                                                                      |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|                                   |  |                                                                                                                                                                                                                                                                      |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|Reference                          |  | Criteria                                                                                                                                                                                                                                                             |  | Performed
 Directly
 by
 the Subservicer |  | Performed
 by
 Vendor(s)
 for which the
 Subservicer is
 the Responsible
 Party |  | Performed
 by
 Subservicer(s)
 or Vendor(s)
 for which the
 Subservicer is
 NOT the
 Responsible
 Party |  | NOT
 performed
 by the
 Subservicer or by
 Subservicer(s) or
 Vendor(s)
 retained by the
 Subservicer
|                                   |  |                                                                                                                                                                                                                                                                      |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|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.                                                                                                                                                  |  |                                          |  |                                                                                 |  |                                                                                                         |  | X                                                                                                    
|                                   |  |                                                                                                                                                                                                                                                                      |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|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                                                                                                    

-42-

---



|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|---------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------- |  | ------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|                                   |  | SERVICING CRITERIA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | APPLICABLE SERVICING
          CRITERIA  |  | INAPPLICABLE
          SERVICING CRITERIA                                      
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|Reference                          |  | Criteria                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | Performed
 Directly
 by
 the Subservicer |  | Performed
 by
 Vendor(s)
 for which the
 Subservicer is
 the Responsible
 Party |  | Performed
 by
 Subservicer(s)
 or Vendor(s)
 for which the
 Subservicer is
 NOT the
 Responsible
 Party |  | NOT
 performed
 by the
 Subservicer or by
 Subservicer(s) or
 Vendor(s)
 retained by the
 Subservicer
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|1122(d)(2)(iv)                     |  | The related accounts for
 the transaction, such as cash reserve accounts or accounts established as a
 form of overcollateralization, 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                          |  |                                                                                 |  |                                                                                                         |  | X                                                                                                    
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|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 trustees records as to the total
 unpaid principal balance and number of pool assets serviced by the servicer.                                             |  |                                          |  |                                                                                 |  |                                                                                                         |  | X                                                                                                    

-43-

---



|                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------- |  | ------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------
|                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|                          |  | SERVICING CRITERIA                                                                                                                                                                                                                                                                                                                                                                                                            |  | APPLICABLE SERVICING
          CRITERIA  |  | INAPPLICABLE
          SERVICING CRITERIA                                      
|                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|Reference                 |  | Criteria                                                                                                                                                                                                                                                                                                                                                                                                                      |  | Performed
 Directly
 by
 the Subservicer |  | Performed
 by
 Vendor(s)
 for which the
 Subservicer is
 the Responsible
 Party |  | Performed
 by
 Subservicer(s)
 or Vendor(s)
 for which the
 Subservicer is
 NOT the
 Responsible
 Party |  | NOT
 performed
 by the
 Subservicer or by
 Subservicer(s) or
 Vendor(s)
 retained by the
 Subservicer
|                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|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 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 mortgage loan documents.                                                                                                                                                                                                                                                                                           |  | X                                        |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|1122(d)(4)(ii)            |  | Pool asset and related
 documents are safeguarded as required by the transaction agreements.                                                                                                                                                                                                                                                                                                                                  |  | X                                        |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|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 applicable 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. |  | X                                        |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|1122(d)(4)(v)             |  | The servicers records
 regarding the pool assets agree with the servicers records with respect to
 an obligors unpaid principal balance.                                                                                                                                                                                                                                                                                   |  | X                                        |  |                                                                                 |  |                                                                                                         |  |                                                                                                      

-44-

---



|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|---------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------- |  | ------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|                 |  | SERVICING CRITERIA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | APPLICABLE SERVICING
          CRITERIA  |  | INAPPLICABLE
          SERVICING CRITERIA                                      
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|Reference        |  | Criteria                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | Performed
 Directly
 by
 the Subservicer |  | Performed
 by
 Vendor(s)
 for which the
 Subservicer is
 the Responsible
 Party |  | Performed
 by
 Subservicer(s)
 or Vendor(s)
 for which the
 Subservicer is
 NOT the
 Responsible
 Party |  | NOT
 performed
 by the
 Subservicer or by
 Subservicer(s) or
 Vendor(s)
 retained by the
 Subservicer
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|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).                                                                          |  | X                                        |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|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. |  |                                          |  |                                                                                 |  |                                                                                                         |  | X                                                                                                    

-45-

---



|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|---------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------- |  | ------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|                 |  | SERVICING CRITERIA                                                                                                                                                                                                                                                                                                                                                                                   |  | APPLICABLE SERVICING
          CRITERIA  |  | INAPPLICABLE
          SERVICING CRITERIA                                      
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|Reference        |  | Criteria                                                                                                                                                                                                                                                                                                                                                                                             |  | Performed
 Directly
 by
 the Subservicer |  | Performed
 by
 Vendor(s)
 for which the
 Subservicer is
 the Responsible
 Party |  | Performed
 by
 Subservicer(s)
 or Vendor(s)
 for which the
 Subservicer is
 NOT the
 Responsible
 Party |  | NOT
 performed
 by the
 Subservicer or by
 Subservicer(s) or
 Vendor(s)
 retained by the
 Subservicer
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|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. |  |                                          |  |                                                                                 |  |                                                                                                         |  | X                                                                                                    
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|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 servicers funds and not charged to the obligor, unless the late
 payment was due to the obligors error or omission.                                                                                                                                                               |  |                                          |  |                                                                                 |  |                                                                                                         |  | X                                                                                                    
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|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.                                                                                                                                                                                         |  |                                          |  |                                                                                 |  |                                                                                                         |  | X                                                                                                    
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      
|1122(d)(4)(xiv)  |  | Delinquencies, charge-offs
 and uncollectable 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.                                                                                                                                                                                                                       |  |                                          |  |                                                                                 |  |                                                                                                         |  | X                                                                                                    
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                          |  |                                                                                 |  |                                                                                                         |  |                                                                                                      

-46-

---



APPENDIX
B

Material
instances of noncompliance noted for criteria under paragraph (d) of Item 1122
of Regulation AB are as follows:

|                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                          
|-------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1122(d)(4)(vii)                                          |  | The Subservicer noted
 loss mitigation or recovery actions that were not initiated,
 conducted or concluded in accordance with the required timeframes established
 under the transaction agreement. 
 * The Trust does contain mechanisms to mitigate
    any financial losses resulting from delinquencies.                                                                            
|                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                          
|1122(d)(4)(viii)                                         |  | The Subservicer noted certain collection activities
        that were not maintained during the period the Pool Assets were delinquent. 
        * The Trust does contain mechanisms to mitigate any financial losses resulting
    from delinquencies.                                                                                                                                  
|                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                          
|1122(d)(4)(xiv)                                          |  | The Subservicer noted that certain bankruptcy notifications were not recognized and recorded in
accordance with the transaction agreement.

    *The Subservicer noted that bankruptcy notifications were not always recorded in the system and reported
to the servicer within 30 days.  The Trust does contain mechanisms to mitigate any financial losses resulting
from bankruptcies.
|                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                          
|*Accountants' attestation does not cover this statement.

-47-

---