**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. |
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|   | 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                                                                                                |

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| 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    |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
| 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    |

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| 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    |
|------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
| 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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