**Exhibit 33.4**

 

**ASSERTION OF COMPLIANCE WITH**

**APPLICABLE SERVICING CRITERIA**

 

The Bank of New York, The Bank of New York TrustCompany, N. A. and BNYM (Delaware) formerly known as The Bank 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.  TheCompany is responsible for assessing its compliance with the ApplicableServicing Criteria.

 

2.  TheCompany has assessed compliance with the Applicable Servicing Criteria.   In performing this assessment, managementused the criteria set forth by the Securities and Exchange Commission inparagraph (d) of Item 1122 of Regulation AB.

 

3.  Based onsuch assessment, as of and for the Period, the Company has complied, in allmaterial respects, with the Applicable Servicing Criteria other than asidentified on Schedule A attached.

 

KPMG LLP, an independent registered publicaccounting firm, has issued an attestation report with respect to the Company’scompliance with the Applicable Servicing Criteria as of and for the Period.

 

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| The Bank of New York              |   | The Bank of  New York       |
|-----------------------------------|--------|-----------------------------|
| The Bank of New York Trust        |   | The Bank of  New York Trust |
| Company, N.A.                     |   | 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  New York |
|-----------------------|
|                  |
|                  |
|                  | /s/Samir Pandiri |   |
|                  | Samir Pandiri |   |
|                  | Authorized Officer |   |

 

 

Dated as of February 29, 2008

 

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SCHEDULE A

 

MATERIAL INSTANCES OFNON-COMPLIANCE

 

1122(d)(2)(i): *Payments onpool assets are deposited into the appropriate custodial bank accounts andrelated bank clearing accounts no more than two business days of receipt, orsuch other number of days specified in the transaction agreements.*

 

With respect to collections received onassets relating to certain series of securities, such collections were notdeposited into a segregated account for each specified series but rather weredeposited into a general account held by the Company as Indenture Trustee(hereinafter referred to as the “Indenture Trustee”) and remitted directly tothe investors. All collections were properly allocated by the Indenture Trusteeto the related series of securities and timely remitted to the investors insuch series.  The segregated account foreach specified series was in existence prior to the time deposits were to bemade into such account but such account was not utilized in all instances bythe Indenture Trustee as stated above. Procedures have been in place and are currently being reinforced so thatcollections are deposited into the segregated account for each specified serieswithin the applicable time frames and then remitted to the investors in suchseries all in accordance with the related 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                            |       |                              |       |

 

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| 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          |       |       |       |
|            |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |       |       |       |       |       |
| ** **      | ** ** | **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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