**EXHIBIT  33.2.2**

 

 

**ASSERTION OF COMPLIANCE WITH**

**APPLICABLE SERVICING CRITERIA**

 

 

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

 

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

 

Platform: Publicly-issued (i.e.,            transaction-level reporting initially required under the Securities Exchange Act of            1934, as amended) asset-backed securities issued on or after January 1, 2006 (and            like-kind transactions issued prior to January 1, 2006) for which the Company provides            trustee, securities administration, or paying agent services, other than residential            mortgage-backed securities and other mortgage-related asset-backed            securities.

 

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), 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(4)(vi), 1122(d)(4)(viii),            1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and            1122(d)(4)xiv).

 

Period: As of June 30, 2007 and for the            period January 1, 2007 through June 30, 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.

 

1

 

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• As of June 30, 2007 and for the Period, the Company was in            material compliance with the Applicable Servicing Criteria other than as identified on            Schedule A attached.

 

KPMG            LLP, an independent registered public accounting firm, has issued an attestation report            with respect to the Company's assessment of compliance with the Applicable Servicing            Criteria as of and for the Period.

 

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

 

 

 

August 29, 2007

 

 

 

 

 

 

 

 

 

2

 

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SCHEDULE A

MATERIAL INSTANCES OF NON-COMPLIANCE

*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 of receipt, or such other number of days specified in the transaction            agreements.*

With respect to collections received on assets relating to certain            series of securities, such collections were deposited into a general account held by            the Indenture Trustee and remitted directly to the investors in such series rather than            through a segregated account relating specifically to such series as required by the            related transaction documents. All collections were properly allocated by the Indenture            Trustee to the related series of securities and timely remitted to the investors in            such series. The segregated account relating to each series of securities was            established by the Indenture Trustee during the Period but such accounts were not            utilized in all instances by the Indenture Trustee as stated above. Procedures have            been established and are currently being enforced so that collections are deposited            into the general account and then transferred to the segregated account for the related            series of securities within the applicable time frames and then remitted to the            investors in such series in accordance with the related transaction            documents.

 

 

 

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