**Exhibit
        33.4**






**Management’s
      Assertion of Compliance**





Management
      of the Agency and Trust division of Citibank, N.A. (the “ Company ”)
      is
      responsible for providing this platform-level assessment of compliance with
      the
      servicing criteria specified in Item 1122(d) of Regulation AB promulgated by
      the
      Securities and Exchange Commission.





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





Platform :
      publicly-issued ( *i* . *e* .,
      transaction-level reporting initially required under the Securities Exchange
      Act
      of 1934, as amended) residential mortgage-backed securities, automobile loan
      or
      lease-backed securities and student loan-backed securities issued on or after
      January 1, 2006, for which the Company provides the following servicing
      functions (the “Platform”):





·
            paying
                agent, securities administration and trustee;
                or


·
            securities
                administration and paying agent; or


·
            paying
                agent and trustee; or


·
            paying
                agent.





Applicable
      Servicing Criteria :
      All
      servicing criteria set forth in Item 1122(d), to the extent required by the
      Item
      1122(d) servicing criteria in regards to the activities performed by the Company
      with respect to the Platform as to any transaction, excluding the following
      servicing criteria: 1122(d)(1)(i), 1122(d)(1)(iii), 1122(d)(1)(iv),
      1122(d)(2)(iii), 1122(d)(4)(i), 1122(d)(4)(ii) and 1122(d)(4)(iv) through
      1122(d)(4)(xiv), (the “Applicable Servicing Criteria”).





Period :
      Twelve
      months ended December 31, 2006 (the “Period”).





With
      respect to the Platform, the Company’s management provides the following
      assessment of compliance with respect to the Applicable Servicing Criteria:




·
            The
                Company’s management is responsible for assessing the Company’s compliance
                with the Applicable Servicing Criteria as of and for the
                Period.




·
            The
                Company’s management has assessed compliance with the Applicable Servicing
                Criteria as of and for the Period. In making this assessment, management
                used the criteria set forth by the Securities and Exchange Commission
                in
                paragraph (d) of Item 1122 of Regulation
                AB.




·
            Based
                on such assessment, as of and for the Period, the Company has complied,
                in
                all material respects, with the Applicable Servicing
                Criteria.




KPMG
      LLP,
      a registered public accounting firm, has issued an attestation report with
      respect to management’s assertion of compliance with the Applicable Servicing
      Criteria as of and for the Period.





**CITIBANK,
      N.A.**





By: 
      /s/ Jeffrey Volk


Its:  Managing
      Director


Dated:  February
      28, 2007