**Exhibit 33.3**




**Management’s
      Assertion on**


**Compliance
      with Regulation AB Criteria**




**ASSERTION
      OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA**




The
      Bank
      of New York and The Bank of New York Trust Company, N. A.(collectively, the
      “Company”) provides this platform-level assessment of compliance with the
      servicing criteria specified in Item 1122(d) of Regulation AB promulgated by
      the
      Securities and Exchange Commission.





Management
      has determined that the following servicing criteria are applicable in regards
      to the following servicing platform for the following period:





Platform :
      Publicly-issued (i.e., transaction-level reporting initially required under
      the Securities
      Exchange Act of 1934, as amended) residential mortgage-backed securities and
      other mortgage-related asset-backed securities issued on or after January 1,
      2006 (and like-kind transactions issued prior to January 1, 2006) for which
      the
      Company provides trustee, securities administration, paying agent or custodial
      services. The platform includes like kind transactions for which the Company
      provided trustee, securities administrator, paying agent or custodial services
      as a result of the Company’s acquisition as of October 1, 2006 of portions of
      JPMorgan Chase Bank, N.A.’s corporate trust business, including structured
      finance agency and trust transactions.





Applicable
      Servicing Criteria :
      All
      servicing criteria set forth in Item 1122(d), to the extent required by the
      related transaction agreements as to any transaction, except for the following
      criteria: 1122 (d) (1)(ii), (iii), (iv), (4) (iv), (v), (vi), (vii), (viii),
      (ix), (x), (xi), (xii) and (xiii).





Period :
      Twelve
      months ended December 31, 2006.





With
      respect to the Platform and the Period, the Company provides the following
      assessment of compliance in respect of the Applicable Servicing
      Criteria:


·
              The
                  Company is responsible for assessing its compliance with the Applicable
                  ServicingCriteria.





·
              The
                  Company has assessed compliance with the Applicable Servicing
                  Criteria.





·
              As
                  of December 31, 2006 and for the Period, the Company was in material
                  compliance with the Applicable Servicing
                  Criteria.




Ernst
      & Young LLP, an independent registered public accounting firm, has issued an
      attestation report with respect to the Company’s foregoing assessment of
      compliance.










The Bank of New York
              
              
              The Bank of New YorkThe Bank of New York Trust
              
              
              The Bank of New York TrustCompany,
                  N.A.
              
              
              Company,
                  N.A.sign_robert
              
              
              sign_patrickRobert
                L. Griffin
              
              
              Patrick
                J. TadieAuthorized
                Signer
              
              
              Authorized
                Signer
 March
        1,
        2007