**Exhibit 33.4**

**REPORT      ON ASSESSMENT OF COMPLIANCE WITH REGULATION **

**AB      SERVICING CRITERIA**

| 1.     |   |   | The                  management of First Tennessee Bank National Association (the “Asserting                  Party”), is responsible for assessing its compliance with respect to                  the                  servicing of certain mortgage loans as of and for the year ended                  December                  31, 2006 (the “Reporting Period”) in accordance with the servicing                  criteria set forth in paragraph (d) of Item 1122 of Regulation                  AB (the                  “Servicing Criteria”). The transactions covered by this report include                  payments received by the Asserting Party through its lockbox (the                  “Platform”).  |   |
|--------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
| 2.     |   |   | The                  criteria described as “N/A” on Exhibit A hereto are inapplicable to the                  Servicing Platform as it relates to this report.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
| 3.     |   |   | The                  Asserting Party has complied, in all material respects, with the                  Servicing                  Criteria applicable to it as defined in Column A of Exhibit A for                  the                  Reporting Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
| 4.     |   |   | KPMG                  LLP, an independent registered public accounting firm, has issued                  an                  attestation report on the Asserting Party’s assessment of compliance with                  the applicable Servicing Criteria for the Reporting                  Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |

|         |                                                                                                 |                                        |
|--------------|------------------------------------------------------------------------------------------------------|---------------------------------------------|
|         | First                  Tennessee Bank National Association                                           |
|    |                                                                                            |                                   |
|              | By:                                                                                        | /s/ James                R. Blasingame |
|         | Name: James                  R. Blasingame                                                      |
|         | Title:                EVP,                Bank Operations Manager and Cash                Management |

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***Exhibit      A***

| ***Servicing                Criteria*** |   | ***Applicable                Servicing Criteria Performed by the Asserting                Party***                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-----------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Reference**                           |   | **Criteria**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
|                                    |   | **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.                                                                                                                                                                                                                                                                                                |   | N/A |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
| 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.                                                                                                                                                                                                                                                             |   | N/A |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
| 1122(d)(1)(iii)                         |   | Any                requirements in the transaction agreements to maintain a back-up                servicer                for the mortgage loans are maintained.                                                                                                                                                                                                                                                                                                                                                   |   | N/A |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
| 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 mortgage loans 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.                                                                                                                                                                                                                                                                                                                                                  |   | N/A |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
| 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.                                                                                                                                                                                                                               |   | N/A |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
| 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.                                                                                                                                                                     |   | N/A |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                 |   | N/A |

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| 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 mortgage loans serviced by the                  Servicer.                                                                 |   | N/A    |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | N/A    |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | N/A    |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   | N/A    |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
|            |   | **Pool                  Asset Administration**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
| 1122(d)(4)(i)   |   | Collateral                  or security on mortgage loans is maintained as required by the                  transaction                  agreements or related mortgage loan documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | N/A    |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
| 1122(d)(4)(ii)  |   | Mortgage                  loan and related documents are safeguarded as required by the transaction                  agreements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | N/A    |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | N/A    |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
| 1122(d)(4)(iv)  |   | Payments                  on mortgage loans, including any payoffs, made in accordance with                  the                  related mortgage loan 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 mortgage loan documents.                                                                                                                                                                                                                                                                                                                                                                                                                  |   | X      |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
| 1122(d)(4)(v)   |   | The                  Servicer’s records regarding the mortgage loans agree with the Servicer’s                  records with respect to an obligor’s unpaid principal                  balance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | N/A    |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
| 1122(d)(4)(vi)  |   | Changes                  with respect to the terms or status of an obligor's mortgage loans                  (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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | N/A    |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   | N/A    |

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| 1122(d)(4)(viii) |   | Records                documenting collection efforts are maintained during the period a                mortgage                loan 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 mortgage loans including, for                example,                phone calls, letters and payment rescheduling plans in cases where                delinquency is deemed temporary (e.g., illness or                unemployment).                                                                                          |   | N/A    |
|------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
| 1122(d)(4)(ix)   |   | Adjustments                to interest rates or rates of return for mortgage loans with variable                rates are computed based on the related mortgage loan                documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   | N/A    |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
| 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 mortgage loan                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 mortgage loan                documents and state laws; and (C) such funds are returned to the                obligor                within 30 calendar days of full repayment of the related mortgage                loans,                or such other number of days specified in the transaction                agreements. |   | N/A    |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
| 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.                                                                                                                                                                                                                                                   |   | N/A    |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | N/A    |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | N/A    |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
| 1122(d)(4)(xiv)  |   | Delinquencies,                charge-offs and uncollectible accounts are recognized and recorded                in                accordance with the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | N/A    |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | N/A    |

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