EXHIBIT 33.4

Certification Regarding Compliance with Applicable Servicing Criteria

1.           DFS-SPV L.P. and Dell
Financial Services L.P., as the party performing on behalf of DFS-SPV L.P. (collectively,
the Subservicer), are responsible for assessing compliance with the
servicing criteria applicable to it  under paragraph (d) of Item 1122 of Regulation
AB, as of December 31, 2006 and for the period from March 23, 2006 to December
31, 2006 (the Reporting Period), as set forth in Appendix A hereto.
The transactions covered by this report  include all publicly issued asset-backed
securities transactions involving equipment lease receivables originated or purchased by Dell Financial Services L.P. for which the Subservicer acted as servicer which asset-backed securities transactions were issued on or after January 1, 2006 (the
Platform). The individual asset-backed transactions and securities that comprise the Platform as defined by management are included as part of the CIT Equipment Collateral 2006-VT1 Receivable-Backed Notes and CIT Equipment Collateral 2006-VT2 Receivable-Backed Notes. The Receivables Purchase Agreement effective
as of October 31, 1998, as amended, between DFS-SPV L.P. and CIT Financial USA,
Inc. is the transaction agreement applicable to the Subservicer;

2.           The Subservicer has engaged certain vendors (the Vendors) to perform specific, limited or scripted activities, and the Subservicer elects to take responsibility for assessing compliance with the servicing criteria
or portion of the servicing criteria applicable to such Vendors activities as set forth in Appendix A hereto;

3.           Except as set forth in paragraph 4 below, the Subservicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable servicing criteria;

4.           The criteria listed
in the columns titled Inapplicable Servicing Criteria on
Appendix A hereto are inapplicable to the Subservicers based on the activities
it performs, directly or through its Vendors, with respect to the Platform;

5.           The Subservicer has
complied, in all material respects, with the applicable servicing criteria as
of December 31, 2006 and for the Reporting Periodwith
respect to the Platform, taken as a whole,except
as described on Appendix B hereto;

6.           The Subservicer has
not identified and is not aware of any material instance of noncompliance by
the Vendors with the applicable servicing criteria as of December 31, 2006 and
for the Reporting Period with respect to the Platform, taken as a
whole, except as described on Appendix B hereto;

7.           The Subservicer has
not identified any material deficiency in its policies and procedures to monitor
the compliance by the Vendors with the applicable servicing criteria as of December
31, 2006 and for the Reporting Period with respect to the Platform, taken as
a whole, except as described on Appendix B hereto; and

8.           PricewaterhouseCoopers LLP, a registered public accounting firm, has issued an attestation report on the Subservicers
  compliance with the applicable servicing criteria for the Reporting Period.

March 30, 2007

---



EXHIBIT 33.4


| |                                    
| | -----------------------------------
| | Dell Financial Services L.P.       
| |                                    
| | By:                                
| |                                    
| |                                    
| |                                    
| |                                    
| | DFS-SPV L.P.                       
| | by its General Partner, DFS GP Inc.
| |                                    
| | By:                                
| |                                    
| |                                    

---



EXHIBIT 33.4

APPENDIX A

| |                                    |                                 |  | Applicable Servicing | Inapplicable Servicing
| | ---------------------------------- | ------------------------------- |  | -------------------- | ----------------------
| |                                    | Servicing Criteria              |  | Criteria             | Criteria              
| | Reference                          | Criteria                        |  | Performed            | Performed by          
| |                                    |                                 |  | Directly             | Vendor(s) for         
| |                                    |                                 |  | by                   | which the             
| |                                    |                                 |  | the                  | Subservicer is        
| |                                    |                                 |  | Subservicer          | the                   
| |                                    |                                 |  |                      | Responsible           
| |                                    |                                 |  |                      | Party                 
| |                                    |                                 |  |                      |                       
| | 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.         |  |                      |                       
| | 1122(d)(1)(ii)                     | If any material servicing       |  | X                    |                       
| |                                    | activities are outsourced to    |  |                      |                       
| |                                    | third parties, policies and     |  |                      |                       
| |                                    | procedures are instituted to    |  |                      |                       
| |                                    | monitor the third partys       |  |                      |                       
| |                                    | performance and compliance      |  |                      |                       
| |                                    | with such servicing activities. |  |                      |                       
| | 1122(d)(1)(iii)                    | Any requirements in the         |  |                      |                       
| |                                    | transaction agreements to       |  |                      |                       
| |                                    | maintain a back-up servicer     |  |                      |                       
| |                                    | for the pool assets are         |  |                      |                       
| |                                    | maintained.                     |  |                      |                       
| | 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.                     |  |                      |                       
| | Cash Collection and Administration |                                 | 
| | 1122(d)(2)(i)                      | Payments on pool assets are     |  |                      | X                     
| |                                    | deposited into the appropriate  |  |                      |                       
| |                                    | custodial bank accounts and     |  |                      |                       



---



EXHIBIT 33.4

| |                 |                                 |  | Applicable Servicing | Inapplicable Servicing
| | --------------- | ------------------------------- |  | -------------------- | ----------------------
| |                 | Servicing Criteria              |  | Criteria             | Criteria              
| | Reference       | Criteria                        |  | Performed            | Performed by          
| |                 |                                 |  | Directly             | Vendor(s) for         
| |                 |                                 |  | by                   | which the             
| |                 |                                 |  | the                  | Subservicer is        
| |                 |                                 |  | Subservicer          | the                   
| |                 |                                 |  |                      | Responsible           
| |                 |                                 |  |                      | Party                 
| |                 |                                 |  |                      |                       
| |                 | related bank clearing accounts  |  |                      |                       
| |                 | no more than two business       |  |                      |                       
| |                 | days of receipt, or such other  |  |                      |                       
| |                 | number of days specified in     |  |                      |                       
| |                 | the transaction agreements.     |  |                      |                       
| | 1122(d)(2)(ii)  | Disbursements made via wire     |  |                      |                       
| |                 | transfer on behalf of an        |  |                      |                       
| |                 | obligor or to an investor are   |  |                      |                       
| |                 | made only by authorized         |  |                      |                       
| |                 | personnel.                      |  |                      |                       
| | 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.     |  |                      |                       
| | 1122(d)(2)(iv)  | The related accounts for the    |  |                      |                       
| |                 | transaction, such as cash       |  |                      |                       
| |                 | reserve accounts or accounts    |  |                      |                       
| |                 | established as a form of over   |  |                      |                       
| |                 | collateralization, are          |  |                      |                       
| |                 | separately maintained (e.g.,    |  |                      |                       
| |                 | with respect to commingling     |  |                      |                       
| |                 | of cash) as set forth in the    |  |                      |                       
| |                 | transaction agreements.         |  |                      |                       
| | 1122(d)(2)(v)   | Each custodial account is       |  | X                    |                       
| |                 | 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  |  |                      |                       
| |                 | § 240.13k-1(b)(1) of this       |  |                      |                       
| |                 | chapter.                        |  |                      |                       
| | 1122(d)(2)(vi)  | Unissued checks are             |  |                      |                       
| |                 | safeguarded so as to prevent    |  |                      |                       
| |                 | unauthorized access.            |  |                      |                       
| | 1122(d)(2)(vii) | Reconciliations are prepared    |  | X                    |                       
| |                 | on a monthly basis for all      |  |                      |                       

---



EXHIBIT 33.4

| |                                    |                                   |  | Applicable Servicing | Inapplicable Servicing
| | ---------------------------------- | --------------------------------- |  | -------------------- | ----------------------
| |                                    | Servicing Criteria                |  | Criteria             | Criteria              
| | Reference                          | Criteria                          |  | Performed            | Performed by          
| |                                    |                                   |  | Directly             | Vendor(s) for         
| |                                    |                                   |  | by                   | which the             
| |                                    |                                   |  | the                  | Subservicer is        
| |                                    |                                   |  | Subservicer          | the                   
| |                                    |                                   |  |                      | Responsible           
| |                                    |                                   |  |                      | Party                 
| |                                    |                                   |  |                      |                       
| |                                    | asset-backed securities related   |  |                      |                       
| |                                    | bank accounts, including          |  |                      |                       
| |                                    | custodial accounts and related    |  |                      |                       
| |                                    | bank clearing accounts. These     |  |                      |                       
| |                                    | reconciliations:                  |  |                      |                       
| |                                    | (A) Are mathematically            |  |                      |                       
| |                                    | accurate;                         |  |                      |                       
| |                                    | (B) Are prepared within 30        |  |                      |                       
| |                                    | calendar days after the bank      |  |                      |                       
| |                                    | statement cutoff date, or such    |  |                      |                       
| |                                    | other number of days specified    |  |                      |                       
| |                                    | in the transaction agreements;    |  |                      |                       
| |                                    | (C) Are 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.                       |  |                      |                       
| | 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        |  |                      |                       

---



EXHIBIT 33.4

| |                           |                                 |  | Applicable Servicing | Inapplicable Servicing
| | ------------------------- | ------------------------------- |  | -------------------- | ----------------------
| |                           | Servicing Criteria              |  | Criteria             | Criteria              
| | Reference                 | Criteria                        |  | Performed            | Performed by          
| |                           |                                 |  | Directly             | Vendor(s) for         
| |                           |                                 |  | by                   | which the             
| |                           |                                 |  | the                  | Subservicer is        
| |                           |                                 |  | Subservicer          | the                   
| |                           |                                 |  |                      | Responsible           
| |                           |                                 |  |                      | Party                 
| |                           |                                 |  |                      |                       
| |                           | (D) Agree with investors or    |  |                      |                       
| |                           | the trustees records as to the |  |                      |                       
| |                           | total unpaid principal balance  |  |                      |                       
| |                           | and number of pool assets       |  |                      |                       
| |                           | serviced by the servicer.       |  |                      |                       
| | 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.         |  |                      |                       
| | 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.     |  |                      |                       
| | 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.                |  |                      |                       
| | Pool Asset Administration |                                
| | 1122(d)(4)(i)             | Collateral or security on pool  |  | X                    |                       
| |                           | assets is maintained as         |  |                      |                       
| |                           | required by the transaction     |  |                      |                       
| |                           | agreements or related pool      |  |                      |                       
| |                           | asset documents.                |  |                      |                       
| | 1122(d)(4)(ii)            | Pool assets and related         |  | X                    |                       
| |                           | documents are safeguarded as    |  |                      |                       
| |                           | required by the transaction     |  |                      |                       
| |                           | agreements.                     |  |                      |                       
| | 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.  |  |                      |                       
| | 1122(d)(4)(iv)            | Payments on pool assets,        |  | X                    |                       
| |                           | including any payoffs, made in  |  |                      |                       
| |                           | accordance with the related     |  |                      |                       
| |                           | pool asset documents are        |  |                      |                       

---



EXHIBIT 33.4

| |                  |                                 |  | Applicable Servicing | Inapplicable Servicing
| | ---------------- | ------------------------------- |  | -------------------- | ----------------------
| |                  | Servicing Criteria              |  | Criteria             | Criteria              
| | Reference        | Criteria                        |  | Performed            | Performed by          
| |                  |                                 |  | Directly             | Vendor(s) for         
| |                  |                                 |  | by                   | which the             
| |                  |                                 |  | the                  | Subservicer is        
| |                  |                                 |  | Subservicer          | the                   
| |                  |                                 |  |                      | Responsible           
| |                  |                                 |  |                      | Party                 
| |                  |                                 |  |                      |                       
| |                  | posted to the applicable        |  |                      |                       
| |                  | servicers obligor records      |  |                      |                       
| |                  | maintained no more than two     |  |                      |                       
| |                  | business days after receipt, or |  |                      |                       
| |                  | such other number of days       |  |                      |                       
| |                  | specified in the transaction    |  |                      |                       
| |                  | agreements, and allocated to    |  |                      |                       
| |                  | principal, interest or other    |  |                      |                       
| |                  | items (e.g., escrow) in         |  |                      |                       
| |                  | accordance with the related     |  |                      |                       
| |                  | pool asset documents.           |  |                      |                       
| | 1122(d)(4)(v)    | The servicers records          |  | X                    |                       
| |                  | regarding the pool assets agree |  |                      |                       
| |                  | with the servicers records     |  |                      |                       
| |                  | with respect to an obligors    |  |                      |                       
| |                  | unpaid principal balance.       |  |                      |                       
| | 1122(d)(4)(vi)   | Changes with respect to the     |  | X                    |                       
| |                  | terms or status of an obligors |  |                      |                       
| |                  | pool asset (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.   |  |                      |                       
| | 1122(d)(4)(vii)  | Loss mitigation or recovery     |  | X                    |                       
| |                  | 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.     |  |                      |                       
| | 1122(d)(4)(viii) | Records documenting             |  | X                    |                       
| |                  | collection efforts are          |  |                      |                       
| |                  | maintained during the period a  |  |                      |                       
| |                  | pool asset is delinquent in     |  |                      |                       
| |                  | accordance with the             |  |                      |                       
| |                  | transaction agreements. Such    |  |                      |                       
| |                  | records are maintained on at    |  |                      |                       
| |                  | least a monthly basis, or such  |  |                      |                       
| |                  | other period specified in the   |  |                      |                       

---



EXHIBIT 33.4

| |                |                                   |  | Applicable Servicing | Inapplicable Servicing
| | -------------- | --------------------------------- |  | -------------------- | ----------------------
| |                | Servicing Criteria                |  | Criteria             | Criteria              
| | Reference      | Criteria                          |  | Performed            | Performed by          
| |                |                                   |  | Directly             | Vendor(s) for         
| |                |                                   |  | by                   | which the             
| |                |                                   |  | the                  | Subservicer is        
| |                |                                   |  | Subservicer          | the                   
| |                |                                   |  |                      | Responsible           
| |                |                                   |  |                      | Party                 
| |                |                                   |  |                      |                       
| |                | transaction agreements, and       |  |                      |                       
| |                | describe the entitys activities  |  |                      |                       
| |                | in monitoring delinquent pool     |  |                      |                       
| |                | assets including, for example,    |  |                      |                       
| |                | phone calls, letters and          |  |                      |                       
| |                | payment rescheduling plans in     |  |                      |                       
| |                | cases where delinquency is        |  |                      |                       
| |                | deemed temporary (e.g.,           |  |                      |                       
| |                | illness or unemployment).         |  |                      |                       
| | 1122(d)(4)(ix) | Adjustments to interest rates     |  |                      |                       
| |                | or rates of return for pool       |  |                      |                       
| |                | assets with variable rates are    |  |                      |                       
| |                | computed based on the related     |  |                      |                       
| |                | pool asset documents.             |  |                      |                       
| | 1122(d)(4)(x)  | Regarding any funds held in       |  |                      |                       
| |                | trust for an obligor (such as     |  |                      |                       
| |                | escrow accounts):                 |  |                      |                       
| |                | (A) Such funds are analyzed,      |  |                      |                       
| |                | in accordance with the            |  |                      |                       
| |                | obligors pool asset              |  |                      |                       
| |                | documents, on at least an         |  |                      |                       
| |                | annual basis, or such other       |  |                      |                       
| |                | period specified in the           |  |                      |                       
| |                | transaction agreements;           |  |                      |                       
| |                | (B) Interest on such funds is     |  |                      |                       
| |                | paid, or credited, to obligors in |  |                      |                       
| |                | accordance with applicable        |  |                      |                       
| |                | pool asset documents and state    |  |                      |                       
| |                | laws; and                         |  |                      |                       
| |                | (C) Such funds are returned to    |  |                      |                       
| |                | the obligor within 30 calendar    |  |                      |                       
| |                | days of full repayment of the     |  |                      |                       
| |                | related pool asset, or such       |  |                      |                       
| |                | other number of days specified    |  |                      |                       
| |                | in the transaction agreements.    |  |                      |                       
| | 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     |  |                      |                       

---



EXHIBIT 33.4

| |                  |                                 |  | Applicable Servicing | Inapplicable Servicing
| | ---------------- | ------------------------------- |  | -------------------- | ----------------------
| |                  | Servicing Criteria              |  | Criteria             | Criteria              
| | Reference        | Criteria                        |  | Performed            | Performed by          
| |                  |                                 |  | Directly             | Vendor(s) for         
| |                  |                                 |  | by                   | which the             
| |                  |                                 |  | the                  | Subservicer is        
| |                  |                                 |  | Subservicer          | the                   
| |                  |                                 |  |                      | Responsible           
| |                  |                                 |  |                      | Party                 
| |                  |                                 |  |                      |                       
| |                  | at least 30 calendar days prior |  |                      |                       
| |                  | to these dates, or such other   |  |                      |                       
| |                  | number of days specified in     |  |                      |                       
| |                  | the transaction agreements.     |  |                      |                       
| | 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.                       |  |                      |                       
| | 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.     |  |                      |                       
| | 1122(d)(4)(xiv)  | Delinquencies, charge-offs      |  | X                    |                       
| |                  | and uncollectable accounts are  |  |                      |                       
| |                  | recognized and recorded in      |  |                      |                       
| |                  | accordance with the             |  |                      |                       
| |                  | transaction agreements.         |  |                      |                       
| | 1122(d)(4)(xv)   | Any external enhancement or     |  |                      |                       
| |                  | other support, identified in    |  |                      |                       
| |                  | Item 1114(a)(1) through (3) or  |  |                      |                       
| |                  | Item 1115 of this Regulation    |  |                      |                       
| |                  | AB, is maintained as set forth  |  |                      |                       
| |                  | in the transaction agreements.  |  |                      |                       

---



EXHIBIT 33.4

APPENDIX B

Material instances of noncompliance noted
for criteria under paragraph (d) of Item 1122 of Regulation AB are as follows:

|1122(d)(2)(i)    | The Subservicer noted certain customer
        payments that were not deposited within two business days. There is no
        alternative standard in the transaction agreement. The Subservicer has
        identified material deficiencies in the operating effectiveness of its
        policies and procedures to monitor the compliance by the Vendors with
        the applicable servicing criteria as of December 31, 2006 and for the
        Reporting Period with respect to the Platform, taken as a whole. Specifically,
        DFS has not performed procedures designed to ensure the completeness
        and accuracy of compliance reporting by its lockbox vendors.
|---------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1122(d)(2)(vii)  | The Subservicer noted  certain reconciling items that
        were not resolved within 90 calendar days of original identification.
        There is no alternative standard in the transaction agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1122(d)(4)(vii)  | The Subservicer noted certain loss mitigation or recovery
        actions that were not initiated, conducted or concluded in accordance
        with the required timeframes established under the transaction agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1122(d)(4)(viii) | The Subservicer noted certain collection activities
    that were not maintained during the period the Pool Asset was delinquent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



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