**Exhibit33.3**

**ASSERTIONOF COMPLIANCE WITH APPLICABLE SERVICINGCRITERIA**

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

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

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

Applicable Servicing Criteria: Allservicing criteria set forth in Item 1122(d), to the extent required by therelated transaction agreements as to any transaction, except for the followingcriteria: 1122 (d) (1) (ii), (iii), (iv), (2) (iii), (vi), (4) (vi), (vii),(viii), (x), (xi), (xii), (xiii) and (xiv).

Period: Twelve months ended December31, 2006.

With respect to the Platform and the Period, theCompany provides the following assessment of compliance in respect of the ApplicableServicing Criteria:

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

·                  The Company hasassessed compliance with the Applicable Servicing Criteria.

·                  As of December31, 2006 and for the Period, the Company was in material compliance with theApplicable Servicing Criteria.

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Ernst & Young LLP, an independent registeredpublic accounting firm, has issued an attestation report with respect to theCompany’s foregoing assessment of compliance.
|        | The Bank of New York             |   | The Bank of New York       |   |
|--------|----------------------------------|--------|----------------------------|--------|
|   | The Bank of New  York Trust      |   | The Bank of New York Trust |   |
|   | Company, N.A.                    |   | Company, N.A.              |   |
|   | The Bank of New  York (Delaware) |   |                       |   |
|   |                             |   |                       |   |
|   |                             |   |                       |   |
|   |                             |   |                       |   |
|   | /s/ Robert L.  Griffin           |   | /s/ Patrick J. Tadie       |   |
|   | Robert L.  Griffin               |   | Patrick J. Tadie           |   |
|   | Authorized  Signer               |   | Authorized Signer          |   |

 

March 1, 2007

 

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