**Exhibit 33.3**
  **Management’s
        Assertion on**
 **Compliance
        with Regulation AB Criteria**
 
 **ASSERTION
        OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA**
 
 The
        Bank
        of New York and The Bank of New York Trust Company, N. A.(collectively, the
        “Company”) provides this platform-level assessment of compliance with the
        servicing criteria specified in Item 1122(d) of Regulation AB promulgated
        by the
        Securities and Exchange Commission.
 
 Management
        has determined that the following servicing criteria are applicable in regards
        to the following servicing platform for the following period:
 
 Platform :
        Publicly-issued (i.e., transaction-level reporting initially required under
        the Securities
        Exchange Act of 1934, as amended) residential mortgage-backed securities
        and
        other mortgage-related asset-backed securities issued on or after January
        1,
        2006 (and like-kind transactions issued prior to January 1, 2006) for which
        the
        Company provides trustee, securities administration, paying agent or custodial
        services. The platform includes like kind transactions for which the Company
        provided trustee, securities administrator, paying agent or custodial services
        as a result of the Company’s acquisition as of October 1, 2006 of portions of
        JPMorgan Chase Bank, N.A.’s corporate trust business, including structured
        finance agency and trust transactions.
 
 Applicable
        Servicing Criteria :
        All
        servicing criteria set forth in Item 1122(d), to the extent required by the
        related transaction agreements as to any transaction, except for the following
        criteria: 1122 (d) (1)(ii), (iii), (iv), (4) (iv), (v), (vi), (vii), (viii),
        (ix), (x), (xi), (xii) and (xiii).
 
 Period :
        Twelve
        months ended December 31, 2006.
 
 With
        respect to the Platform and the Period, the Company provides the following
        assessment of compliance in respect of the Applicable Servicing
        Criteria:
  · The
          Company is responsible for assessing its compliance with the Applicable
          Servicing Criteria.
 · The
        Company has assessed compliance with the Applicable Servicing
        Criteria.
 
 ·
        A s
        of
        December 31, 2006 and for the Period, the Company was in material compliance
        with the Applicable Servicing Criteria.
  
  Ernst
        & Young LLP, an independent registered public accounting firm, has issued an
        attestation report with respect to the Company’s foregoing assessment of
        compliance.
 
 The
                Bank of New
                York
              
              
              The
                  Bank of New YorkThe Bank of New York Trust
              
              
              The
                Bank of New York TrustCompany,
                  N.A.
              
              
              Company,
                  N.A.sigrobert
              
              
              sigpatrickRobert
                L. Griffin
              
              
              Patrick
                J. TadieAuthorized Signer
              
              
              Authorized SignerMarch
                  1, 2007