**Exhibit      33.1**

**Management's      Report on Assessment of Compliance with Regulation AB      Criteria**

| 1.   | Caterpillar                Financial Services Corporation (“Cat Financial”) 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 7                month                period ending December 31, 2006, (the “Reporting Period”), as set forth in                Appendix A hereto. The transactions covered by this report include                asset-backed securities transactions for which Cat Financial acted                as                servicer, involving** **equipment                leases other than those securitized prior to January 1, 2006 (the                “Platform”); |
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| 2.   | Except                as set forth in paragraph 3 below, Cat Financial used the criteria                set                forth in paragraph (d) of Item 1122 of Regulation AB to assess the                compliance with the applicable servicing                criteria; |
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| 3.   | The                criteria listed in the column entitled “Inapplicable Servicing Criteria”                on Appendix A hereto are inapplicable to Cat Financial based on the                activities it performs, directly or through its vendors, with respect                to                the Platform; |
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| 4.   | Cat                Financial has complied, in all material respects, with the applicable                servicing criteria as of December 31, 2006, and for the Reporting                Period** **with                respect to the Platform taken as a                whole; |
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| 5.   | PricewaterhouseCoopers                LLP, a registered public accounting firm, has issued an attestation                report                on Cat Financial’s assessment of compliance with the applicable servicing                criteria for the Reporting Period. |
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*/s/      Steven R. Elsesser*

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| **SERVICING                CRITERIA** | **APPLICABLE****SERVICING                CRITERIA**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | **INAPPLICABLE****SERVICING****CRITERIA**                       |
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| **Reference**                         | **Criteria**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | **Performed****Directly****by****Cat                Financial** | **Performed                by subservicer(s) or vendor(s) for which Cat Financial is NOT the                Responsible Party****1**  | **NOT                performed by Cat Financial or by subservicer(s) or vendor(s) retained                by                Cat Financial** |
|                                  | **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** |
| 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**                                   |   |   |
| 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                assets 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 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**                                                     |   |   |
| 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** |
| 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 uncollectible accounts are recognized and recorded                in                accordance with the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  **X**                                                     |   |   |
| 1122(d)(4)(xv)                        | Any                external enhancement or other support, identified in Item 1114(a)(1)                through (3) or Item 1115 of Regulation AB, is maintained as set forth                in                the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                            |   | **X** |

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