**Exhibit
      33.2**








MANAGEMENT'S
      ASSERTION OF COMPLIANCE





Management
      of the Trust & Securities Services department of Deutsche Bank National
      Trust Company and Deutsche Bank Trust Company Americas (collectively the
      "Company") is responsible for assessing compliance with the servicing criteria
      set forth in Item 1122(d) of Regulation AB promulgated by the Securities and
      Exchange Commission. Management has determined that the servicing criteria
      are
      applicable in regard to the servicing platform for the period as
      follows:





Platform:
      Publicly-issued (i.e., transaction-level reporting required under the Securities
      Exchange Act of 1934, as amended) residential mortgage-backed securities and
      other asset-backed securities issued on or after January 1, 2006 for which
      the
      Company provides trustee, securities administration or paying agent services,
      excluding any publicly issued transactions sponsored or issued by any government
      sponsored entity (the "Platform").





Applicable
      Servicing Criteria: All servicing criteria set forth in Item 1122(d), except
      for
      the following criteria: 1122(d)(2)(iii), 1122(d)(4)(iv), 1122(d)(4)(v),
      1122(d)(4)(vi), 1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(ix),
      1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and
      1122(d)(4)(xiv), which management has determined are not applicable to the
      activities the Company performs with respect to the Platform (the "Applicable
      Servicing Criteria").





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





Management's
      interpretation of Applicable Servicing Criteria: The Company's management has
      determined that servicing criteria 1122(d)(1)(iii) is applicable only with
      respect to its continuing obligation to act as, or locate a, successor servicer
      under the circumstances referred to in certain governing documents. It is
      management's interpretation that Deutsche Bank Trust Company America has no
      other active back-up servicing responsibilities in regards to 1122(d)(1)(iii)
      as
      of and for the Period.





Third
      parties classified as vendors: With respect to servicing criteria 1122(d)(2)(i),
      1122(d)(4)(i), and 1122(d)(4)(ii), management has engaged various vendors to
      perform the activities required by these servicing criteria. The Company's
      management has determined that these vendors are not considered a "servicer"
      as
      defined in Item 1101(j) of Regulation AB, and the Company's management has
      elected to take responsibility for assessing compliance with the servicing
      criteria applicable to each vendor as permitted by Interpretation 17.06 of
      the
      SEC Division of Corporation Finance Manual of Publicly Available Telephone
      Interpretations ("Interpretation 17.06"). As permitted by Interpretation 17.06,
      management has asserted that it has policies and procedures in place to provide
      reasonable assurance that the vendor's activities comply in all material
      respects with the servicing criteria applicable to each vendor. The Company's
      management is solely responsible for determining that it meets the SEC
      requirements to apply Interpretation 17.06 for the vendors and related
      criteria.





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











1.
      The
      Company's management is responsible for assessing the Company's compliance
      with
      the Applicable Servicing Criteria as of and for the Period.





2.
      The
      Company's management has assessed compliance with the Applicable Servicing
      Criteria, including servicing criteria for which compliance is determined based
      on Interpretation 17.06 as described above, as of and for the Period. In
      performing this assessment, management used the criteria set forth by the
      Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation
      AB.





3.
      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 the management's assertion of compliance with the Applicable
      Servicing Criteria as of and for the Period.








DEUTSCHE
      BANK NATIONAL TRUST COMPANY





By:
      /s/
      Gary R. Vaughan


--------------------------------


Name:
      Gary R. Vaughan


Its:
      Managing Director





By:
      /s/
      David Co


--------------------------------


Name:
      David Co


Its:
      Director





By:
      /s/
      Jose Sicilia


--------------------------------


Name:
      Jose Sicilia


Its:
      Managing Director





By:
      /s/
      Kevin Fischer


--------------------------------


Name:
      Kevin Fischer


Its:
      Vice
      President





By:
      /s/
      Robert Frier


--------------------------------


Name:
      Robert Frier


Its:
      Director








DEUTSCHE
      BANK TRUST COMPANY AMERICAS





By:
      /s/
      Kevin C. Weeks


--------------------------------


Name:
      Kevin C. Weeks


Its:
      Managing Director





By:
      /s/
      Jenna Kaufman


--------------------------------


Name:
      Jenna Kaufman


Its:
      Director