**EXHIBIT            33.2.1**

 

 

**ASSERTION OF COMPLIANCE WITH APPLICABLE SERVICING**

**CRITERIA**

The            Bank of New York, The Bank of New York Trust Company, N.A. and The Bank of New York            (Delaware) (collectively, the "Company") provides this platform-level assessment of            compliance with the servicing criteria specified in Item 1122(d) of Regulation AB            promulgated by the Securities and Exchange Commission.

Management has determined that the following servicing criteria are            applicable in regards to the following servicing platform for the following            period:

Platform: Publicly-issued (i.e.,            transaction-level reporting initially required under the Securities Exchange Act of            1934, as amended) asset-backed securities issued on or after April 1, 2006 (and            like-kind transactions issued prior to April 1, 2006) for which the Company provides            trustee, securities administration, or paying agent services, other than residential            mortgage-backed securities and other mortgage-related asset-backed securities. The            platform includes like-kind transactions for which the Company provided trustee,            securities administrator, or paying agent services as a result of the Company's            acquisition as of October 1, 2006 of portions of JPMorgan Chase Bank, N.A.'s corporate            trust business, including structured finance agency and trust transactions.

Applicable Servicing Criteria: All            servicing criteria set forth in Item 1122(d), to the extent required by the related            transaction agreements as to any transaction, except for the following criteria: 1122            (d) (1) (ii), (iii), (iv), (4) (vi), (viii), (x), (xi), (xii), (xiii) and            (xiv).

Period: Twelve months ended March 31,            2007.

With respect to the Platform and the Period, the Company provides the            following assessment of compliance in respect of the Applicable Servicing            Criteria:

• The Company is responsible for assessing its compliance with the            Applicable Servicing Criteria.

• The Company has assessed compliance with the Applicable Servicing            Criteria.

• As of March 31, 2007 and for the Period, the Company was in            material compliance with the Applicable Servicing Criteria.

Ernst & Young LLP, an independent registered public accounting firm,            has issued an attestation report with respect to the Company's foregoing assessment of            compliance.

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| The Bank of New York                                                                                     | The Bank of New York                                                                                        |
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| The Bank of New York Trust Company, N.A.                                                                 | The Bank of New York Trust Company, N.A                                                                     |
| The Bank of New York (Delaware)                                                                          |                                                                                                        |
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| /s/                            Robert Griffin          | /s/ Patrick J.                            Tadie           |
| Robert L. GriffinAuthorized Signer                                                                       | Patrick J. TadieAuthorized Signer                                                                           |

 

| June 8, 2007 |
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