**Management's
      Assertion on**


**Compliance
      with Regulation AB Criteria**





GEMSA
      Loan Services, L. P., a Delaware limited partnership (the "Asserting Party"),
      is
      responsible for assessing compliance, as of December 31, 2006, and for the
      period from January 1, 2006 through December 31, 2006 (the "Reporting Period"),
      with the Servicing Criteria set forth in Title 17, Section 229.1122(d) of the
      Code of Federal Regulations (the "CFR") excluding the criteria set forth in
      Sections 1122(d)(1)(iii), 1122(d)(3)(i)(a),(b),(c),(d), 1122(d)(3)(ii),
      1122(d)(3)(iii), 1122(d)(3)(iv), 1122(d)(4)(iii), 1122(d)(4)(vii) and
      1122(d)(4)(xv) of Regulation AB in the CFR, which the Asserting Party has
      concluded are not applicable to the activities it performs with respect to
      the
      asset-backed securities transactions covered by this report (such criteria,
      after giving effect to the exclusions identified above, the "Applicable
      Servicing Criteria"). The transactions covered by this report include all
      asset-backed securities transactions holding assets sub-serviced by the
      Asserting Party that were registered with the Securities and Exchange Commission
      pursuant to the Securities Act of 1933 where the related asset-back securities
      were outstanding during the Reporting Period (the "Platform Transactions"),
      as
      listed in Appendix B.





The
      Asserting Party engaged certain third party vendors (collectively the "Vendors")
      to perform certain specific and limited activities or to perform activities
      scripted by Asserting Party relating to the criteria set forth in Sections
      1122(d)(2)(i), 1122(d)(2)(vii)(a), (b), and (d), 1122(d)(4)(i), 1122(d)(4)(vi),
      1122(d)(4)(x)(a) and (b), 1122(d)(4)(xi) of Regulation AB in the CFR (the
      "Vendors Applicable Servicing Criteria"). The Asserting Party is not aware
      of
      any material instance of noncompliance by the Vendors with the Vendors
      Applicable Servicing Criteria for the Reporting Period, nor has any material
      deficiency in the Asserting Party's policies and procedures to monitor the
      compliance by the Vendors with the Vendors Applicable Servicing Criteria during
      the Reporting Period been identified. The Asserting Party elects to take
      responsibility for assessing compliance with Vendors Applicable Servicing
      Criteria.




The
      Asserting Party has assessed its compliance with the Applicable Servicing
      Criteria for the Reporting Period and has concluded that the Asserting Party
      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
      Transactions taken as a whole.




KPMG
      LLP,
      an independent registered public accounting firm, has issued an attestation
      report for the Platform Transactions on the Asserting Party's assessment of
      compliance with the Applicable Servicing Criteria as of December 31, 2006 and
      for the Reporting Period as set forth in this assertion.





**GEMSA
                LOAN SERVICES, L. P.,**
              February
                28, 2007a
                Delaware limited partnership


By:
      Robert P. Vestewig


Robert
      P.
      Vestewig, Chief Operating Officer






USADMIN
            9171024.1


**Appendix
        B**
   GEMSA
        Loan Services, L. P.
 Regulation
        AB Platform
  For
        the
        purpose of evaluating whether GEMSA Loan Services, L.P., a Delaware limited
        partnership ("GEMSA"), has complied with the general servicing criteria set
        forth in Title 17, Section 229.1122(d) of the Code of Federal Regulations
        ("Reg
        AB") of Securities and Exchange Commission (the "SEC") Reg AB, GEMSA defines
        its
        "platform" as the asset-backed securities transactions for which GEMSA
        sub-serviced for the period from January 1, 2006 through December 31, 2006,
        that
        (i) were securitized, (ii) are backed by the same asset type, (iii) were
        closed
        by asset-backed securities issuers on or after January 1, 2006, and (iv)
        were
        registered with and pursuant to the Securities Act of 1933. Securititized
        transactions registered prior to January 1, 2006, and/or unregistered and/or
        unsecuritized transactions are excluded from this platform.
  Notwithstanding
        the foregoing, the suspension of Exchange Act reporting obligations for a
        transaction that was subject to Reg AB will not result in the exclusion of
        that
        transaction from this platform. GEMSA has one Reg AB platform. The platform
        mirrors the actual servicing practices of GEMSA and is consistent with the
        applicable servicing criteria that are required under Item 1122(d) of Reg
        AB.
        For the calendar year 2006 (January 1, 2006 to December 31, 2006 inclusive)
        these asset-backed securities transactions consisted of one hundred and
        ninety-two (192) loans and are listed in Appendix A, attached
        hereto.
  **GEMSA
                    LOAN SERVICES, L. P.,**
                  February
                    28, 2007a
                    Delaware limited partnership
 By:
          Robert P. Vestewig
 Robert
          P.
          Vestewig, Chief Operating Officer
   USADMIN
          9171024.1