|  | *   ***Ernst & Young                            LLP**220 South Sixth Street, Ste 1400Minneapolis, MN 55402-4509 | *   * Phone: (612)                            343-1000www.ey.com |
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Report of Independent Registered Public Accounting Firm

The            Board of Directors

U.S.            Bank National Association

We            have examined management’s assertion, included in the accompanying Report on            Assessment of Compliance with Securities and Exchange Commission (SEC) Regulation AB            Servicing Criteria, that U.S. Bank National Association (the Company) complied with the            servicing criteria set forth in Item 1122(d) of the SEC’s Regulation AB for the            Structured Repackaging platform (the Platform) as of and for the year ended December            31, 2007, except for servicing criteria 1122(d)(1)(i), 1122(d)(1)(iii),            1122(d)(2)(iii), 1122(d)(4)(i), 1122(d)(4)(vi), and 1122(d)(4)(ix)-(xv), which the            Company has determined are not applicable to the activities performed by them with            respect to the servicing platform covered by this report. Management is responsible for            the Company’s compliance with those servicing criteria. Our responsibility is to            express an opinion on management’s assertion about the Company’s compliance            with the servicing criteria based on our examination.

Our            examination was conducted in accordance with attestation standards established by the            American Institute of Certified Public Accountants, as adopted by the Public Company            Accounting Oversight Board (United States) and, accordingly, included examining, on a            test basis, evidence about the Company’s compliance with the applicable servicing            criteria and performing such other procedures as we considered necessary in the            circumstances. Our examination included testing of less than all of the individual            asset backed transactions and securities that comprise the Platform, testing of less            than all of the servicing activities related to the Platform, and determining whether            the Company processed those selected transactions and performed those selected            activities in compliance with the servicing criteria. Furthermore, our procedures were            limited to the selected transactions and servicing activities performed by the Company            during the period covered by this report. Our procedures were not designed to determine            whether errors may have occurred either prior to or subsequent to our tests that may            have affected the balances or amounts calculated or reported by the Company during the            period covered by this report for the selected transactions or any other transactions.            We believe that our examination provides a reasonable basis for our opinion. Our            examination does not provide a legal determination on the Company’s compliance            with the servicing criteria.

In            our opinion, management’s assertion that the Company complied with the            aforementioned servicing criteria as of and for the year ended December 31, 2007, for            the Structured Repackaging platform is fairly stated, in all material            respects.

/s/            Ernst & Young LLP

February 12, 2008

 

A            Member Practice of Ernst & Young Global

 

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Management’s Assertion

Report on Compliance with Applicable Servicing Criteria Pursuant to Item            1122

of            Regulation AB under the Securities Exchange Act of 1934

U.S.            Bank National Association (“U.S. Bank”) as a party participating in the            servicing function for the following transactions:

**U.S. Bank Corporate Trust Repackaging            Platform1**

hereby            provides the following report on its assessment of compliance with the servicing            criteria set forth in Item 1122 of Regulation AB applicable to it and as described on            Exhibit A hereto:

|   | 1. | U.S. Bank is responsible for assessing its compliance                            with the servicing criteria applicable to it as noted on the                            accompanying Exhibit A; |
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|   | 2. | U.S. Bank used the criteria set forth in paragraph (d)                            of Item 1122 of Regulation AB to assess its compliance with the                            applicable servicing criteria; |
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|   | 3. | U.S. Bank’s assessment of its compliance with the                            applicable servicing criteria is as of and for the period beginning on                            January 1, 2007 and ending December 31, 2007, the end of the fiscal                            year covered by the Form 10-K report. U.S. Bank’s participation                            in the servicing function complied in all material respects with the                            applicable servicing criteria. |
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|   | 4. | Ernst & Young, a registered public accounting firm,                            has issued an attestation report on U.S. Bank’s assessment of                            compliance with the applicable servicing criteria as of and for the                            period beginning on January 1, 2007 and ending December 31, 2007, the                            end of the fiscal year covered by the Form 10-K report. |
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| U.S. BANK NATIONAL ASSOCIATION |
|--------------------------------|
|                           |
|                           |
|                           |
| /s/ Bryan R. Calder            |
| Name: Bryan R. Calder          |
| Title: President               |

 

Date:            February 12, 2008

_________________________

1  The U.S. Bank Corporate Trust Repackaging Platform            (the “Platform”) consists of the activities involved in the performance of            servicing functions for publicly issued transactions comprised of the repackaging of            corporate debt and/or other agency securities the securities of which were offered on            or after January 1, 2006. The Platform does not include asset-backed or mortgage-backed            transactions serviced by a pool of receivables or other financial assets.

 

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**EXHIBIT A to Management’s Assertion**

| **Reference**                                                     | **Servicing Criteria**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | **Applicable Servicing Criteria** | **Inapplicable Servicing 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.                                                                                                                                                                                                                                                                                                                                                |                              | X                                   |
| 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.                                                                                                                                                                                                                                                                   | X                                 |                                |
| 1122(d)(1)(iii)                                                   | Any requirements in the transaction agreements to                            maintain a back-up servicer for the Pool Assets are                            maintained.                                                                                                                                                                                                                                                                                                                                                                                       |                              | X                                   |
| 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 pool assets 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.                                                                                                                                                                                                                                                                                                                                                                                   | X                                 |                                |
| 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.                                                                                                                                                                                                                                                    |                              | X                                   |
| 1122(d)(2)(iv)                                                    | The related accounts for the transaction, such as cash                            reserve accounts or accounts established as a form of over                            collateralization, are separately maintained (e.g., with respect to                            commingling of cash) as set forth in the transaction                            agreements.                                                                                                                                                                                            | X                                 |                                |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                              | X                                 |                                |

 

 

| Corporate Trust Repackaging Platform | 1 |
|--------------------------------------|---|

 

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| **Reference**                                                     | **Servicing Criteria**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | **Applicable Servicing Criteria** | **Inapplicable Servicing Criteria** |
|-------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------|-------------------------------------|
| 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 Pool Assets serviced by the Servicer.                                                             | X                                 |                                |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | X                                 |                                |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | X                                 |                                |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | X                                 |                                |
| **Pool Asset Administration**                                     |
| 1122(d)(4)(i)                                                     | Collateral or security on pool assets is maintained as                            required by the transaction agreements or related pool asset                            documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                              | X                                   |
| 1122(d)(4)(ii)                                                    | Pool assets and related documents are safeguarded as                            required by the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | X                                 |                                |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | X                                 |                                |
| 1122(d)(4)(iv)                                                    | Payments on pool assets, including any payoffs, made in                            accordance with the related pool asset 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 pool asset                            documents.                                                                                                                                                                                                                                                                                                                                                                                               | X                                 |                                |
| 1122(d)(4)(v)                                                     | The Servicer’s records regarding the pool assets                            agree with the Servicer’s records with respect to an                            obligor’s unpaid principal balance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | X                                 |                                |

 

 

| Corporate Trust Repackaging Platform | 2 |
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| **Reference**    | **Servicing Criteria**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | **Applicable Servicing Criteria** | **Inapplicable Servicing Criteria** |
|------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------|-------------------------------------|
| 1122(d)(4)(vi)   | Changes with respect to the terms or status of an                            obligor’s pool assets (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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                              | X                                   |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                  | X                                 |                                |
| 1122(d)(4)(viii) | Records documenting collection efforts are maintained                            during the period a pool asset 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 pool assets including, for example, phone calls, letters and                            payment rescheduling plans in cases where delinquency is deemed                            temporary (e.g., illness or unemployment).                                                                                                   | X                                 |                                |
| 1122(d)(4)(ix)   | Adjustments to interest rates or rates of return for                            pool assets with variable rates are computed based on the related pool                            asset documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                              | X                                   |
| 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 pool asset 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 pool asset documents and state laws; and (C) such funds                            are returned to the obligor within 30 calendar days of full repayment                            of the related pool assets, or such other number of days specified in                            the transaction agreements. |                              | X                                   |
| 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.                                                                                                                                                                                                                                                                              |                              | X                                   |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                              | X                                   |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                              | X                                   |
| 1122(d)(4)(xiv)  | Delinquencies, charge-offs and uncollectible accounts                            are recognized and recorded in accordance with the transaction                            agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                              | X                                   |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                              | X                                   |

 

 

 

| Corporate Trust Repackaging Platform | 3 |
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