EXHIBIT 33.5

ASSERTION OF COMPLIANCE WITH APPLICABLE SERVICING
CRITERIA

The Bank of New York, The Bank of New York Trust
Company, N. A. and The Bank of New York (Delaware) (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) 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, or
paying agent services, other than residential mortgage-backed securities and
other mortgage-related asset-backed securities. The platform includes like-kind
transactions for which the Company provided trustee, securities administrator,
or paying agent 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),
(2) (iii), (vi), (4) (vi), (vii), (viii), (x), (xi), (xii), (xiii) and (xiv).

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.

 As of December 31, 2006
and for the Period, the Company was in material compliance with the
Applicable Servicing Criteria.

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EXHIBIT 33.5

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 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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