**Exhibit 33.2**

 

**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.

 
| 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 OF NON-COMPLIANCE

 

1122(d)(2)(i): *Payments on pool assets are deposited into the appropriate custodialbank accounts and related bank clearing accounts no more than two business daysof receipt, or such other number of days specified in the transactionagreements.*

 

With respect to collectionsreceived on assets relating to certain series of securities, such collectionswere not deposited into a segregated account for each specified series butrather were deposited into a general account held by the Company as IndentureTrustee (hereinafter referred to as the “Indenture Trustee”) and remitteddirectly to the investors. All collections were properly allocated by theIndenture Trustee to the related series of securities and timely remitted tothe investors in such series.  Thesegregated account for each specified series was in existence prior to the timedeposits were to be made into such account but such account was not utilized inall 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                           |       |                            |

 

A-1

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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          |       |       |

 

A-2

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

 

A-3

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| 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      |   |   |

 

A-4

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