**Exhibit 33.3**

 

**ASSERTIONOF COMPLIANCE WITH**

**APPLICABLESERVICING CRITERIA**

 

The Bank of New York, TheBank of New York Trust Company, N. A. and BNYM (Delaware) formerly known as TheBank of New York (Delaware) (collectively, the “Company”) provides this platform-levelassessment of compliance with the servicing criteria specified in Item 1122(d) ofRegulation AB promulgated by the Securities and Exchange Commission.  Management has determined that the servicingcriteria are applicable in regard to the servicing platform for the period asfollows:

 

Platform: Publicly-issued (i.e., transaction-levelreporting initially required under the Securities Exchange Act of 1934, asamended) asset-backed securities issued on or after January 1, 2006 andlike-kind transactions issued prior to January 1, 2006 that are subject toRegulation AB for which the Company provides trustee, securities administrationor paying agent services, other than residential mortgage-backed securities andother mortgage-related asset-backed securities.

 

ApplicableServicing Criteria:All servicing criteria set forth in Item 1122(d), to the extent required by therelated transaction agreements as to any transaction, except as set forth inthe column titled “Not Applicable To Platform” in Appendix 1 attached hereto.

 

Withrespect to applicable servicing criteria 1122(d)(2)(iii), 1122(d)(2)(vi) and1122(d)(4)(vii), there were no activities performed during the Period withrespect to the Platform, because there were no occurrences of events that wouldrequire the Company to perform such activities.

 

Period: Twelve months ended December 31, 2007 (the “Period”).

 

Withrespect to the Platform and the Period, the Company provides the followingassessment of compliance in respect of the Applicable Servicing Criteria:

 

1.  The Company is responsible for assessing itscompliance with the Applicable Servicing Criteria.

 

2.  The Company has assessed compliance with theApplicable Servicing Criteria.   Inperforming this assessment, management used the criteria set forth by theSecurities and Exchange Commission in paragraph (d) of Item 1122 ofRegulation AB.

 

3.  Based on such assessment, as of and for thePeriod, the Company has complied, in all material respects, with the ApplicableServicing Criteria other than as identified on Schedule A attached.

 

KPMG LLP, an independentregistered public accounting firm, has issued an attestation report withrespect to the Company’s compliance with the Applicable Servicing Criteria asof and for the Period.

 

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| 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. |
| BNYM (Delaware) formerly known as   The Bank of New York (Delaware) |   |                                      |
|                                                                |   |                                      |

 
|   | /s/Robert Griffin   |   |   | /s/Patrick J.  Tadie |
|--------|---------------------|--------|--------|----------------------|
|   | Robert L.  Griffin  |   |   | Patrick J.  Tadie    |
|   | Authorized  Officer |   |   | Authorized  Officer  |

 

 

The Bank of NewYork

 

 
|   |   | /s/Samir Pandiri    |   |
|--------|--------|---------------------|--------|
|   |   | Samir Pandiri       |   |
|   |   | Authorized  Officer |   |

 

 

Dated as of February 29,2008

 

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SCHEDULE A

 

MATERIAL INSTANCES OF NON-COMPLIANCE

 

1122(d)(2)(i):*Payments on pool assets are deposited into theappropriate custodial bank accounts and related bank clearing accounts no morethan two business days of receipt, or such other number of days specified inthe transaction agreements.*

 

With respectto collections received on assets relating to certain series of securities,such collections were not deposited into a segregated account for eachspecified series but rather were deposited into a general account held by theCompany as Indenture Trustee (hereinafter referred to as the “Indenture Trustee”)and remitted directly to the investors. All collections were properly allocatedby the Indenture Trustee to the related series of securities and timelyremitted to the investors in such series. The segregated account for each specified series was in existence priorto the time deposits were to be made into such account but such account was notutilized in all instances by the Indenture Trustee as stated above.  Procedures have been in place and arecurrently being reinforced so that collections are deposited into thesegregated account for each specified series within the applicable time framesand then remitted to the investors in such series all in accordance with therelated transaction documents.

 

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Appendix 1

 
| **REG AB  REFERENCE** | ** ** | **SERVICING CRITERIA**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | **APPLICABLE  TO  PLATFORM** | ** ** | **NOT  APPLICABLE  TO  PLATFORM** | ** ** |
|-----------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------|------------|-----------------------------------|------------|
|                  | ** ** | **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                            |       |                              |       |
| 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                            |       |                              |       |

 

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|            | ** ** | **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 mortgage loan documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |       | X          |       |       |       |
| 1122(d)(4)(ii)  |       | [pool asset] 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          |       |       |       |

 

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| 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      |   |   |   |
| 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      |   |

 

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| 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      |   |   |   |

 

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