Exhibit
      33.2




**ASSERTION
      OF COMPLIANCE WITH**


**APPLICABLE
      SERVICING CRITERIA**




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





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





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





With
      respect to applicable servicing criteria 1122(d)(2)(iii), 1122(d)(2)(vi) and
      1122(d)(4)(vii), there were no activities performed during the Period with
      respect to the Platform, because there were no occurrences of events that would
      require the Company to perform such activities.





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





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





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





2.
      The
      Company has assessed compliance with the Applicable Servicing Criteria. In
      performing this assessment, management used the criteria set forth by the
      Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation
      AB.





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





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


1








The
                Bank of New York
            
            The
                Bank of New YorkThe
                Bank of New York Trust Company, N.A.
            
            The
                Bank of New York Trust Company, N.A.BNYM
                (Delaware) formerly known asThe
                Bank of New York (Delaware)




/s/Robert
                Griffin
            
            /s/Patrick
                J. TadieRobert
                L. Griffin
            
            Patrick
                J. TadieAuthorized
                Officer
            
            Authorized
                Officer





The
                Bank of New York/s/Samir
                PandiriSamir
                PandiriAuthorized
                Officer





Dated
      as
      of February 29, 2008


2





Schedule
      A





Material
      Instances of Non-Compliance





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





With
      respect to collections received on assets relating to certain series of
      securities, such collections were not deposited into a segregated account for
      each specified series but rather were deposited into a general account held
      by
      the Company as Indenture Trustee (hereinafter referred to as the “Indenture
      Trustee”) and remitted directly to the investors. All collections were properly
      allocated by the Indenture Trustee to the related series of securities and
      timely remitted to the investors in such series. The segregated account for
      each
      specified series was in existence prior to the time deposits were to be made
      into such account but such account was not utilized in all instances by the
      Indenture Trustee as stated above. Procedures have been in place and are
      currently being reinforced so that collections are deposited into the segregated
      account for each specified series within the applicable time frames and then
      remitted to the investors in such series all in accordance with the related
      transaction documents.


3







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.
            X1122(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.
            
            
            X1122(d)(1)(iii)
            Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the [pool assets] are maintained.
            
            
            X1122(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.
            X1122(d)(2)(ii)
            Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel.
            X1122(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.
            X1122(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.
            X1122(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.
            X1122(d)(2)(vi)
            Unissued
                checks are safeguarded so as to prevent unauthorized
                access.
            X1122(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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APPENDIX
      1




REG
                AB REFERENCE
            SERVICING
                CRITERIA
            APPLICABLE TO
                PLATFORM
            
            NOT APPLICABLE
              TO PLATFORM**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.
            X1122(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.
            X1122(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.
            X1122(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.
            X1122(d)(4)(ii)
            [pool
                asset] and related documents are safeguarded as required by the
                transaction agreements
            X1122(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.
            X1122(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.
            X1122(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.
            X1122(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.
            
            
            X1122(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




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APPENDIX
      1




REG
                AB REFERENCE
            SERVICING
                CRITERIA
            APPLICABLE TO
                PLATFORM
            
            NOT APPLICABLE
              TO PLATFORM1122(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).
            
            
            X1122(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.
            X1122(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.
            
            
            X1122(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.
            
            
            X1122(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.
            
            
            X1122(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.
            
            
            X1122(d)(4)(xiv)
            Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements.
            
            
            X1122(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-3