** **
**Exhibit 33.4**

**REPORT      ON ASSESSMENT OF COMPLIANCE WITH REGULATION **

**AB      SERVICING CRITERIA**

|  | 1. | The                management of First Tennessee Bank National Association (the “Asserting                Party”), is responsible for assessing its compliance with respect to the                servicing of certain mortgage loans as of and for the year ended                December                31, 2006 (the “Reporting Period”) in accordance with the servicing                criteria set forth in paragraph (d) of Item 1122 of Regulation AB                (the                “Servicing Criteria”). The transactions covered by this report include                payments received by the Asserting Party through its lockbox (the                “Platform”).  |
|--|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | 2. | The                criteria described as “N/A” on Exhibit A hereto are inapplicable to the                Servicing Platform as it relates to this                report. |
|--|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | 3. | The                    Asserting Party has complied, in all material respects, with                    the Servicing                    Criteria applicable to it as defined in Column A of Exhibit A                    for the                    Reporting Period. |
|--|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | 4. | KPMG                    LLP, an independent registered public accounting firm, has issued                    an                    attestation report on the Asserting Party’s assessment of compliance with                    the applicable Servicing Criteria for the Reporting                    Period. |
|--|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|         |                                                                                         |                                       |
|--------------|----------------------------------------------------------------------------------------------|--------------------------------------------|
|         | First                Tennessee Bank National Association                                     |
|    |                                                                                    |                                  |
|              | By:                                                                                | /s/               James R. Blasingame |
|         | Name: James              R. Blasingame                                                  |
|         | Title: EVP,              Bank Operations Manager and Cash              Management  |

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***Exhibit      A***

| ***Servicing                  Criteria*** |   | ***Applicable                  Servicing Criteria Performed by the Asserting                  Party***                                                                                                                                                                                                                                                                                   |
|-------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Reference**                             |   | **Criteria**                                                                                                                                                                                                                                                                                                                                                                             |   |   |
|                                      |   |                                                                                                                                                                                                                                                                                                                                                                                     |   |   |
|                                      |   | **General                  Servicing Considerations**                                                                                                                                                                                                                                                                                                                                    |   |   |
|                                      |   |                                                                                                                                                                                                                                                                                                                                                                                     |   |   |
| 1122(d)(1)(i)                             |   | Policies                  and procedures are instituted to monitor any performance or other                  triggers                  and events of default in accordance with the transaction                  agreements.                                                                                                                                                             |   | N/A |
|                                      |   |                                                                                                                                                                                                                                                                                                                                                                                     |   |   |
| 1122(d)(1)(ii)                            |   | If                  any material servicing activities are outsourced to third parties,                  policies and procedures are instituted to monitor the third party’s                  performance and compliance with such servicing activities.                                                                                                                            |   | N/A |
|                                      |   |                                                                                                                                                                                                                                                                                                                                                                                     |   |   |
| 1122(d)(1)(iii)                           |   | Any                  requirements in the transaction agreements to maintain a back-up                  servicer                  for the mortgage loans are maintained.                                                                                                                                                                                                                  |   | N/A |
|                                      |   |                                                                                                                                                                                                                                                                                                                                                                                     |   |   |
| 1122(d)(1)(iv)                            |   | A                  fidelity bond and errors and omissions policy is in effect on the                  party                  participating in the servicing function throughout the reporting                  period in                  the amount of coverage required by and otherwise in accordance                  with the                  terms of the transaction agreements. |   | X |
|                                      |   |                                                                                                                                                                                                                                                                                                                                                                                     |   |   |
|                                      |   | **Cash                  Collection and Administration**                                                                                                                                                                                                                                                                                                                                  |   |   |
|                                      |   |                                                                                                                                                                                                                                                                                                                                                                                     |   |   |
| 1122(d)(2)(i)                             |   | Payments                  on mortgage loans are deposited into the appropriate custodial                  bank                  accounts and related bank clearing accounts no more than two business                  days                  following receipt, or such other number of days specified in the                  transaction agreements.                                   |   | X |
|                                      |   |                                                                                                                                                                                                                                                                                                                                                                                     |   |   |
| 1122(d)(2)(ii)                            |   | Disbursements                  made via wire transfer on behalf of an obligor or to an investor                  are made                  only by authorized personnel.                                                                                                                                                                                                                 |   | N/A |
|                                      |   |                                                                                                                                                                                                                                                                                                                                                                                     |   |   |
| 1122(d)(2)(iii)                           |   | Advances                  of funds or guarantees regarding collections, cash flows or distributions,                  and any interest or other fees charged for such advances, are made,                  reviewed and approved as specified in the transaction                  agreements.                                                                                            |   | N/A |
|                                      |   |                                                                                                                                                                                                                                                                                                                                                                                     |   |   |
| 1122(d)(2)(iv)                            |   | The                  related accounts for the transaction, such as cash reserve accounts                  or                  accounts established as a form of overcollateralization, are separately                  maintained (e.g., with respect to commingling of cash) as set forth                  in the                  transaction agreements.                              |   | N/A |

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| 1122(d)(2)(v)   |   | Each                  custodial account is maintained at a federally insured depository                  institution as set forth in the transaction agreements. For purposes                  of                  this criterion, “federally insured depository institution” with respect to                  a foreign financial institution means a foreign financial institution                  that                  meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange                  Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   | X      |
|-----------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
| 1122(d)(2)(vi)  |   | Unissued                  checks are safeguarded so as to prevent unauthorized                  access.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | N/A    |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
| 1122(d)(2)(vii) |   | Reconciliations                  are prepared on a monthly basis for all asset-backed securities                  related                  bank accounts, including custodial accounts and related bank clearing                  accounts. These reconciliations are (A) mathematically accurate;                  (B)                  prepared within 30 calendar days after the bank statement cutoff                  date, or                  such other number of days specified in the transaction agreements;                  (C)                  reviewed and approved by someone other than the person who prepared                  the                  reconciliation; and (D) contain explanations for reconciling items.                  These                  reconciling items are resolved within 90 calendar days of their                  original                  identification, or such other number of days specified in the transaction                  agreements. |   | X      |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
|            |   | **Investor                  Remittances and Reporting**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
| 1122(d)(3)(i)   |   | Reports                  to investors, including those to be filed with the Commission,                  are                  maintained in accordance with the transaction agreements and applicable                  Commission requirements. Specifically, such reports (A) are prepared                  in                  accordance with timeframes and other terms set forth in the transaction                  agreements; (B) provide information calculated in accordance with                  the                  terms specified in the transaction agreements; (C) are filed with                  the                  Commission as required by its rules and regulations; and (D) agree                  with                  investors’ or the trustee’s records as to the total unpaid principal                  balance and number of mortgage loans serviced by the                  Servicer.                                                                 |   | N/A    |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
| 1122(d)(3)(ii)  |   | Amounts                  due to investors are allocated and remitted in accordance with                  timeframes,                  distribution priority and other terms set forth in the transaction                  agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | N/A    |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
| 1122(d)(3)(iii) |   | Disbursements                  made to an investor are posted within two business days to the                  Servicer’s                  investor records, or such other number of days specified in the                  transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | N/A    |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
| 1122(d)(3)(iv)  |   | Amounts                  remitted to investors per the investor reports agree with cancelled                  checks, or other form of payment, or custodial bank                  statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   | N/A    |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
|            |   | **Pool                  Asset Administration**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
| 1122(d)(4)(i)   |   | Collateral                  or security on mortgage loans is maintained as required by the                  transaction                  agreements or related mortgage loan documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | N/A    |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
| 1122(d)(4)(ii)  |   | Mortgage                  loan and related documents are safeguarded as required by the transaction                  agreements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | N/A    |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
| 1122(d)(4)(iii) |   | Any                  additions, removals or substitutions to the asset pool are made,                  reviewed                  and approved in accordance with any conditions or requirements                  in the                  transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | N/A    |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
| 1122(d)(4)(iv)  |   | Payments                  on mortgage loans, including any payoffs, made in accordance with                  the                  related mortgage loan documents are posted to the Servicer’s obligor                  records maintained no more than two business days after receipt,                  or such                  other number of days specified in the transaction agreements, and                  allocated to principal, interest or other items (e.g., escrow)                  in                  accordance with the related mortgage loan documents.                                                                                                                                                                                                                                                                                                                                                                                                                  |   | X      |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
| 1122(d)(4)(v)   |   | The                  Servicer’s records regarding the mortgage loans agree with the Servicer’s                  records with respect to an obligor’s unpaid principal                  balance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | N/A    |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
| 1122(d)(4)(vi)  |   | Changes                  with respect to the terms or status of an obligor's mortgage loans                  (e.g.,                  loan modifications or re-agings) are made, reviewed and approved                  by                  authorized personnel in accordance with the transaction agreements                  and                  related pool asset documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | N/A    |

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| 1122(d)(4)(vii)  |   | Loss                  mitigation or recovery actions (e.g., forbearance plans, modifications                  and                  deeds in lieu of foreclosure, foreclosures and repossessions, as                  applicable) are initiated, conducted and concluded in accordance                  with the                  timeframes or other requirements established by the transaction                  agreements.                                                                                                                                                                                                                                                                                                                                                                                                     |   | N/A    |
|------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |   |
| 1122(d)(4)(viii) |   | Records                  documenting collection efforts are maintained during the period                  a mortgage                  loan is delinquent in accordance with the transaction agreements.                  Such                  records are maintained on at least a monthly basis, or such other                  period                  specified in the transaction agreements, and describe the entity’s                  activities in monitoring delinquent mortgage loans including, for                  example,                  phone calls, letters and payment rescheduling plans in cases where                  delinquency is deemed temporary (e.g., illness or                  unemployment).                                                                                            |   | N/A    |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |   |
| 1122(d)(4)(ix)   |   | Adjustments                  to interest rates or rates of return for mortgage loans with variable                  rates are computed based on the related mortgage loan                  documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | N/A    |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |   |
| 1122(d)(4)(x)    |   | Regarding                  any funds held in trust for an obligor (such as escrow accounts): (A) such                  funds are analyzed, in accordance with the obligor’s mortgage loan                  documents, on at least an annual basis, or such other period specified                  in                  the transaction agreements; (B) interest on such funds is paid,                  or                  credited, to obligors in accordance with applicable mortgage loan                  documents and state laws; and (C) such funds are returned to the                  obligor                  within 30 calendar days of full repayment of the related mortgage                  loans,                  or such other number of days specified in the transaction                  agreements. |   | N/A    |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |   |
| 1122(d)(4)(xi)   |   | Payments                  made on behalf of an obligor (such as tax or insurance payments)                  are made                  on or before the related penalty or expiration dates, as indicated                  on the                  appropriate bills or notices for such payments, provided that such                  support                  has been received by the servicer at least 30 calendar days prior                  to these                  dates, or such other number of days specified in the transaction                  agreements.                                                                                                                                                                                                                                                         |   | N/A    |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |   |
| 1122(d)(4)(xii)  |   | Any                  late payment penalties in connection with any payment to be made                  on behalf                  of an obligor are paid from the servicer’s funds and not charged to the                  obligor, unless the late payment was due to the obligor’s error or                  omission.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | N/A    |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |   |
| 1122(d)(4)(xiii) |   | Disbursements                  made on behalf of an obligor are posted within two business days                  to the                  obligor’s records maintained by the servicer, or such other number of days                  specified in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | N/A    |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |   |
| 1122(d)(4)(xiv)  |   | Delinquencies,                  charge-offs and uncollectible accounts are recognized and recorded                  in                  accordance with the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | N/A    |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |   |
| 1122(d)(4)(xv)   |   | Any                  external enhancement or other support, identified in Item 1114(a)(1)                  through (3) or Item 1115 of Regulation AB, is maintained as set                  forth in                  the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | N/A    |

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