Exhibit 33.2
[logo]
Countrywide
Financial
ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA
Countrywide Financial Corporation and certain of its subsidiaries,
including its direct and indirect wholly-owned subsidiaries, Countrywide Home
Loans, Inc. ("CHL"), Countrywide Tax Services Corporation, Newport Management
Corporation, and Countrywide Home Loans Servicing, L.P., a wholly-owned
subsidiary of CHL (collectively, the "Company"), provides this platform-level
assessment, for which Countrywide Financial Corporation and such subsidiaries
participated in servicing functions, as such term is described under Title 17,
Section 229.1122 of the Code of Federal Regulations ("Item 1122 of Regulation
AB"), of compliance in respect of the following Applicable Servicing Criteria
specified in Item 1122(d) of Regulation AB in regard to the following servicing
platform for the following period:
Platform: publicly-issued (i.e., registered with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended)
residential mortgage-backed securities (securities collateralized by
residential mortgage loans, including prime, alternative loan products,
sub-prime, HELOC and closed seconds) issued on or after January 1, 2006
for which the Company provides cash collection and administration,
investor remittances and reporting (except for those activities relating
to trustee and paying agent services), and pool asset administration
(except for those activities relating to custodial operations of pool
assets and related documents), and for which the related issuer has a
fiscal year end of December 31, 2007. The platform excludes any
transactions issued by any government sponsored enterprise for which the
Company provides the servicing functions described in the preceding
sentence.
Period: as of and for the year ended December 31, 2007.
Applicable Servicing Criteria: all servicing criteria set forth in
Schedule A hereto, to the extent required in the related agreements,
except the criteria listed in the column titled "Inapplicable Servicing
Criteria" on Schedule A hereto and the portions of the criteria footnoted
on that schedule that are inapplicable to the Company based on the
activities it performs with respect to the Platform.
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.
3. Other than as identified on Schedule B hereto, as of and for the
Period, the Company complied in all material respects with the Applicable
Servicing Criteria.
KPMG LLP, an independent registered public accounting firm, has issued an
attestation report with respect to the Company's foregoing assessment of
compliance as of and for the year ended December 31, 2007.
COUNTRYWIDE FINANCIAL CORPORATION
By: /s/ Steve Bailey
-----------------------------
Steve Bailey
Its: Senior Managing Director and Chief Executive Officer,
Loan Administration
Dated: February 28, 2008
By: /s/ Kevin Meyers
-----------------------------
Kevin Meyers
Its: Managing Director and Chief Financial Officer,
Countrywide Home Loans, Inc. Loan Administration
Dated: February 28, 2008
Schedule A
Applicable Servicing Criteria
- -----------------------------------------------------------------------------------------------------------------------------------
APPLICABLE INAPPLICABLE
SERVICING CRITERIA SERVICING CRITERIA SERVICING CRITERIA
- -----------------------------------------------------------------------------------------------------------------------------------
Performed by
Performed by subservicer(s)
Vendor(s) for or vendor(s) for NOT performed by
which the which the the Company or by
Company Company subservicer(s)
Performed is the is NOT the or vendor(s)
Directly Responsible Responsible retained by
Reference Criteria by the Company Party Party the Company
- -----------------------------------------------------------------------------------------------------------------------------------
General Servicing Considerations
- -----------------------------------------------------------------------------------------------------------------------------------
1122(d)(1)(i) Policies and procedures are instituted to X
monitor any performance or other triggers
and events of default in accordance with
the transaction agreements.
- -----------------------------------------------------------------------------------------------------------------------------------
1122(d)(1)(ii) If any material servicing activities are X
outsourced to third parties, policies and
procedures are instituted to monitor the
third party's performance and compliance
with such servicing activities.
- -----------------------------------------------------------------------------------------------------------------------------------
1122(d)(1)(iii) Any requirements in the transaction X
agreements to maintain a back-up servicer
for the pool assets are maintained.
- -----------------------------------------------------------------------------------------------------------------------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions X
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.
- -----------------------------------------------------------------------------------------------------------------------------------
Cash Collection and Administration
- -----------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(i) Payments on pool assets are deposited into X
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.
- -----------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(ii) Disbursements made via wire transfer on X
behalf of an obligor or to an investor are
made only by authorized personnel.
- -----------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding X
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.
- -----------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(iv) The related accounts for the transaction, X
such as cash reserve accounts or accounts
established as a form of
overcollateralization, are separately
maintained (e.g., with respect to
commingling of cash) as set forth in the
transaction agreements.
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
APPLICABLE INAPPLICABLE
SERVICING CRITERIA SERVICING CRITERIA SERVICING CRITERIA
- -----------------------------------------------------------------------------------------------------------------------------------
Performed by
Performed by subservicer(s)
Vendor(s) for or vendor(s) for NOT performed by
which the which the the Company or by
Company Company subservicer(s)
Performed is the is NOT the or vendor(s)
Directly Responsible Responsible retained by
Reference Criteria by the Company Party Party the Company
- -----------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(v) Each custodial account is maintained at a X
federally insured depository institution as
set forth in the transaction agreements.
For purpose 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.
- -----------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to X
prevent unauthorized access.
- -----------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly X
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 reconciliating items are resolved
within 90 calendar days of their original
identification, or such other number of
days specified in the transaction
agreements.
- -----------------------------------------------------------------------------------------------------------------------------------
Investor Remittances and Reporting
- -----------------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(i) Reports to investors, including those to X(1)
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.
- -----------------------------------------------------------------------------------------------------------------------------------
- ---------------------
(1) Servicing functions performed by the Company with respect to Item
1122(d)(3)(i)(B) do not relate to information other than that contained in the
monthly remittance reports delivered by the Company to the master servicer,
trustee, and/or bond administrator. Servicing functions performed by the Company
with respect to Item 1122(d)(3)(i)(D) do not relate to the agreeing with
investors' records as to the total unpaid principal balance and number of pool
assets serviced by the Company.
- -----------------------------------------------------------------------------------------------------------------------------------
APPLICABLE INAPPLICABLE
SERVICING CRITERIA SERVICING CRITERIA SERVICING CRITERIA
- -----------------------------------------------------------------------------------------------------------------------------------
Performed by
Performed by subservicer(s)
Vendor(s) for or vendor(s) for NOT performed by
which the which the the Company or by
Company Company subservicer(s)
Performed is the is NOT the or vendor(s)
Directly Responsible Responsible retained by
Reference Criteria by the Company Party Party the Company
- -----------------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(ii) Amounts due to investors are allocated and X(2)
remitted in accordance with timeframes,
distribution priority and other terms set
forth in the transaction agreements.
- -----------------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(iii) Disbursements made to an investor are X(3)
posted within two business days to the
Servicer's investor records, or such
other number of days specified in the
transaction agreements.
- -----------------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(iv) Amounts remitted to investors per the X(4)
investor reports agree with cancelled
checks, or other forms of payment, or
custodial bank statements.
- -----------------------------------------------------------------------------------------------------------------------------------
Pool Asset Administration
- -----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(i) Collateral or security on pool assets X(5)
is maintained as required by the
transaction agreements or related
mortgage loan documents.
- -----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(ii) Pool asset and related documents are X(5)
safeguarded as required by the
transaction agreements.
- -----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(iii) Any additions, removals or X
substitutions to the asset pool are
made, reviewed and approved in
accordance with any conditions or
requirements in the transaction
agreements.
- -----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(iv) Payments on pool assets, including any X
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)
- -----------------------------------------------------------------------------------------------------------------------------------
- ---------------------
(2) Servicing functions performed by the Company with respect to Item
1122(d)(3)(ii) do not relate to amounts other than amounts remitted by the
Company to the master servicer, trustee, and/or bond administrator.
(3) Servicing functions performed by the Company with respect to Item
1122(d)(3)(iii) do not relate to records other than the applicable custodial
bank account statements maintained by the Company pursuant to the transaction
agreements.
(4) Servicing functions performed by the Company with respect to Item
1122(d)(3)(iv) do not relate to records other than custodial bank account
statements and wire records of the Company and the remittance reports prepared
and delivered by the Company.
(5) Servicing functions performed by the Company with respect to Item
1122(d)(4)(i) and Item 1122(d)(4)(ii) do not relate to the custodial operations
of the pool assets and related documents (collateral file) by the document
custodian responsible for such functions for the related transaction.
- -----------------------------------------------------------------------------------------------------------------------------------
APPLICABLE INAPPLICABLE
SERVICING CRITERIA SERVICING CRITERIA SERVICING CRITERIA
- -----------------------------------------------------------------------------------------------------------------------------------
Performed by
Performed by subservicer(s)
Vendor(s) for or vendor(s) for NOT performed by
which the which the the Company or by
Company Company subservicer(s)
Performed is the is NOT the or vendor(s)
Directly Responsible Responsible retained by
Reference Criteria by the Company Party Party the Company
- -----------------------------------------------------------------------------------------------------------------------------------
in accordance with the X
related pool asset documents.
- -----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(v) The Servicer's records regarding the X
pool assets agree with the Servicer's
records with respect to an obligor's
unpaid principal balance.
- -----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(vi) Changes with respect to the terms or X
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.
- -----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(vii) Loss mitigation or recovery actions X
(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.
- -----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(viii) Records documenting collection efforts X
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).
- -----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(ix) Adjustments to interest rates or rates X
of return for pool assets with
variable rates are computed based on
the related pool asset documents.
- -----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(x) Regarding any funds held in trust for X
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.
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
APPLICABLE INAPPLICABLE
SERVICING CRITERIA SERVICING CRITERIA SERVICING CRITERIA
- -----------------------------------------------------------------------------------------------------------------------------------
Performed by
Performed by subservicer(s)
Vendor(s) for or vendor(s) for NOT performed by
which the which the the Company or by
Company Company subservicer(s)
Performed is the is NOT the or vendor(s)
Directly Responsible Responsible retained by
Reference Criteria by the Company Party Party the Company
- -----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xi) Payments made on behalf of an obligor X
(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.
- -----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xii) Any late payment penalties in X
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.
- -----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xiii) Disbursements made on behalf of an X
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.
- -----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and X
uncollectible accounts are recognized
and recorded in accordance with the
transaction agreements.
- -----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xv) Any external enhancement or other X(6)
support, identified in Item
1114(a)(1) through (3) or Item 1115 of
Regulation AB, is maintained
as set forth in the transaction
agreements.
- -----------------------------------------------------------------------------------------------------------------------------------
- ---------------------
(6) Servicing functions performed by the Company with respect to Item
1122(d)(4)(xv) do not relate to Item 1115 of Regulation AB (derivative
transactions).
Schedule B
Material Instances of Noncompliance
No material instances of noncompliance: the Company has complied, in all
material respects, with the Applicable Servicing Criteria as of and for the year
ended December 31, 2007.