SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Numbers 333-101155, 001-33331
SATURNS Trust No. 2007-1
MS STRUCTURED ASSET CORP., as Depositor and Sponsor
(Exact name of registrant as specified in its charter)
Delaware 13-4026700
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1585 Broadway, Second Floor
New York, New York 10036
Attention: Madhu Philips
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (212) 761-2520
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
SATURNS J. C. Penney Company, Inc. New York Stock Exchange
Debenture Backed Trust 2007-1 Callable
Class A Units
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes___ No X
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes___ No X
Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No____
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act. (Check one):
Large accelerated filer ___ Accelerated filer ___ Non-accelerated filer X
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes___ No X
All of the common stock of the registrant is held by Morgan Stanley.
As of March 11, 2008, 1,000 shares of common stock, par value $1.00 per share,
were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
The following reports of Morgan Stanley: Quarterly Report on Form 10-Q
for the quarterly period ended May 31, 2007; Annual Report on Form 10-K for the
fiscal year ended November 30, 2007; Quarterly Report on Form 10-Q for the
quarterly period ended February 29, 2008; and all other documents subsequently
filed by Morgan Stanley pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, during the fiscal year covered by this Report
on Form 10-K, which contain financial statements of Morgan Stanley or which
amend the foregoing reports.
PART I
ITEM 1. BUSINESS
Not Applicable
ITEM 1A. RISK FACTORS
Not Applicable
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2. PROPERTIES
Not Applicable
ITEM 3. LEGAL PROCEEDINGS
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Not Applicable
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Not Applicable
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not Applicable
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable
ITEM 9A. CONTROLS AND PROCEDURES
Not Applicable
ITEM 9B. OTHER INFORMATION
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
None
ITEM 11. EXECUTIVE COMPENSATION
Not Applicable
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Not Applicable
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not Applicable
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Not Applicable
ADDITIONAL DISCLOSURE ITEMS PURSUANT TO REGULATION AB
ITEM 1112(b). SIGNIFICANT OBLIGORS OF POOL ASSETS
J. C. Penney Company, Inc., the underlying security guarantor with
respect to the Units, is a "significant obligor" with respect to the assets of
the Trust for purposes of Item 1112 of Regulation AB. For any financial
statements of the J. C. Penney Company, Inc. required to be provided under
Regulation S-X during the period since the initial issuance of the Units, this
Form 10-K report refers, pursuant to Item 1100(c)(2) of Regulation AB, to the
periodic reports of J. C. Penney Company, Inc. under section 13(a) or 15(d) of
the Exchange Act ("Underlying Security Issuer Exchange Act Reports") that are on
file with the Securities and Exchange Commission (the "SEC"). Such Underlying
Security Issuer Exchange Act Reports may be accessed at the public reference
facilities maintained by the SEC at Room 1024, 100 F Street, NE, Washington,
D.C. 20549. Copies of those materials can be obtained by making a written
request to the SEC, Public Reference Section, 100 F Street, NE, Washington, D.C.
20549, at prescribed rates. The SEC also maintains a website on the internet at
http://www.sec.gov at which users can view and download copies of reports,
proxy, information statements and other information filed electronically. The
SEC file number for J. C. Penney Company, Inc. is 001-00777.
The underlying security guarantor financial statements and Underlying
Security Issuer Exchange Act Reports referred to above are not incorporated by
reference in this Form 10-K report; and the Trust, the Trustee, the depositor,
the sponsor and their affiliates have not verified, have not undertaken to
verify, and will not verify, the content of any such underlying security
guarantor financial statements or Underlying Security Issuer Exchange Act
Reports.
ITEM 1114(b)(2). CREDIT ENHANCEMENT AND OTHER SUPPORT, EXCEPT CERTAIN
DERIVATIVES INSTRUMENTS
None
ITEM 1115(b). CERTAIN DERIVATIVES INSTRUMENTS - FINANCIAL INFORMATION
None
ITEM 1117. LEGAL PROCEEDINGS
None
ITEM 1119. AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
ITEM 1122. COMPLIANCE WITH APPLICABLE SERVING CRITERIA
See Exhibits 33.1 and 34.1 to this Annual Report.
LaSalle Bank National Association's ("LaSalle") Report on Assessment
of Compliance with Servicing Criteria for 2007 (the "2007 Assessment") attached
to this Report on Form 10-K describes in Appendix B the following material
instance of noncompliance related to investor reporting:
"1122(d)(3)(i)(A) and (B) - During the Reporting Period, certain
monthly investor or remittance reports were not prepared in accordance with the
terms set forth in the transaction agreements and certain investor reports
did not provide the information calculated in accordance with the terms
specified in the transaction agreements for which certain individual errors may
or may not have been material."
The investor reporting errors identified on LaSalle's 2007 Assessment
as material instances of noncompliance (the "Investor Reporting Errors")
included, for example, revised delinquency, REO, foreclosure, repurchase, payoff
or modified loan counts, category indicators and/or balances. The conclusion
that the Investor Reporter Errors amounted to a material instance of
noncompliance was based primarily on the aggregate number of errors as opposed
to the materiality of any one error.
The Investor Reporter Errors were generally caused by human error
resulting primarily from high volume monthly data processing demands that had
to be addressed within constricted time frames with less than a full complement
of operational staff. Between the fourth quarter of the Reporting Period and
the date of the 2007 Assessment, LaSalle has employed additional operational
staff to accommodate the high volume of monthly investor reporting requirements
and minimize the risk of the Investor Reporting Errors recurring. Other
necessary controls are in place to minimize the risk of such errors.
With respect to the specific pool assets and asset-backed securities
related to the Investor Reporting Errors, the errors did not have, and are not
reasonable likely in the future to have, any material impact or effect on pool
asset performance, servicing of the pool assets and payments or expected
payments on the mortgage-backed securities.
ITEM 1123. SERVICER COMPLIANCE STATEMENT
See Exhibit 35.1 to this Annual Report.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Report:
(1) Financial Statements: Distribution Reports on Form 10-D
are hereby incorporated by reference. See the table below:
SATURNS Trust No.: Closing Date Payment Dates Form 10-D Filing Dates
For FY 2007
2007-1 March 1, 2007 September 1 and March 1 September 19, 2007
(2) Financial Statement Schedules pursuant to Item 8: Not
Applicable
(3) Exhibits:
Exhibit 31.1 Rule 13a-14(d) Certification
Exhibit 33.1 Report of LaSalle Bank National Association on Assessment of
Compliance with Servicing Criteria for Asset-Backed Securities
Exhibit 34.1 Attestation Report of Ernst & Young, LLP on Assessment of
Compliance with Servicing Criteria for Asset-Backed Securities
Exhibit 35.1 Servicer Compliance Statement
(b) Exhibits: See Item 15(a)(3) above
(c) Other Financial Statement Schedules: Not applicable
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: March 24, 2008
MS STRUCTURED ASSET CORP.
(Registrant)
By: /s/Madhu Philips
---------------------------
Name: Madhu Philips
Title: Vice President
Exhibit 31.1
RULE 13a-14(d) Certification
I, Madhu Philips, certify that:
1. I have reviewed this report on Form 10-K and all reports on Form 10-D
required to be filed in respect of the period covered by this report on Form
10-K of SATURNS Trust No. 2007-1 (the "Exchange Act periodic reports");
2. Based on my knowledge, the Exchange Act periodic reports, taken as a
whole, do not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this report;
3. Based on my knowledge, all of the distribution, servicing and other
information required to be provided under Form 10-D for the period covered by
this report is included in the Exchange Act periodic reports;
4. Based on my knowledge and the servicer compliance statement(s) required
in this report under Item 1123 of Regulation AB, and except as disclosed in the
Exchange Act periodic reports, the servicer, LaSalle Bank National Association,
as Trustee of SATURNS Trust No. 2007-1, has fulfilled its obligations under the
servicing agreement, which is the Trust Agreement relating to SATURNS Trust
No. 2007-1; and
5. All of the reports on assessment of compliance with servicing criteria
for asset-backed securities and their related attestation reports on assessment
of compliance with servicing criteria for asset-backed securities required to
be included in this report in accordance with Item 1122 of Regulation AB and
Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this
report, except as otherwise disclosed in this report. Any material instances of
noncompliance described in such reports have been disclosed in this report on
Form 10-K.
In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: LaSalle Bank National
Association and its officers and agents.
By: /s/Madhu Philips
------------------------
Name: Madhu Philips
Title: Vice President
Date: March 24, 2008
Exhibit 33.1
Report on Assessment of Compliance with Servicing Criteria
LaSalle Bank National Association ("LaSalle") is responsible for assessing
compliance with the servicing criteria applicable to it under paragraph (d) of
Item 1122 of Regulation AB (17 C.F.R, 229.1122(d)), as of and for the 12-month
period ending December 31, 2007 (the "Reporting Period"), as set forth in
Appendix A hereto. The transactions covered by this report include
mortgage-backed securities transactions for which LaSalle, as trustee, paying
agent, or custodian, performed servicing activities, which transactions were
initially closed on or after January 1, 2006, and that were registered with the
Securities and Exchange Commission pursuant to the Securities Act of 1933 (the
"Platform"). LaSalle used the criteria set forth in paragraph (d) of Item 1122
of Regulation AB to assess its compliance with the applicable servicing criteria
for the Reporting Period with respect to the Platform. The criteria listed
in the column titled "Servicing Criteria Inapplicable to LaSalle Bank National
Association (as trustee, paying agent, or custodian)" on Appendix A hereto are
inapplicable to LaSalle based on the activities it performs in its role as
trustee, paying agent, or custodian with respect to the Platform.
Except as identified on Appendix B hereto, LaSalle has complied, in all material
respects, with the applicable servicing criteria identified in Appendix A hereto
for the Reporting Period with respect to the Platform taken as a whole.
PricewaterhouseCoopers LLP, an independent registered public accounting firm has
issued an attestation report on LaSalle's compliance with the applicable
servicing criteria for the Reporting Period.
February 29, 2008
LaSalle Bank National Association
By: /s/Barbara L. Marik
--------------------------
Name: Barbara L. Marik
Title: Senior Vice President
Appendix A
Servicing Servicing
Criteria Criteria
Applicable to Inapplicable
LaSalle Bank to LaSalle
Reg AB Servicing Criteria National Bank National
Reference Association (as Association
trustee, paying (as trustee,
agent, or paying agent,
custodian) or custodian)
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(1)
1122(d)(1)(iii) Any requirements in the transaction agreements to X
maintain a back-up servicer for the Pool Assets are
maintained.
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 X
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 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 X
in the transaction agreements.
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an
obligor or to an investor are made only by authorized X
personnel.
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 X(2)
approved as specified in the transaction agreements.
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., X
with respect to commingling of cash) as set forth in the
transaction agreements.
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 X
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 prevent X
unauthorized access.
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
___________________
(1) No material servicing activities are outsourced to third parties.
(2) No advances were made during the Reporting Period.
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 X
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.
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 indenture trustee's records as to X
the total unpaid principal balance and number of Pool
Assets serviced by the related Servicer.
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in
accordance with timeframes, distribution priority and X
other terms set forth in the transaction agreements.
1122(d)(3)(iii) Disbursements made to an investor are posted within two
business days to the related Servicer's investor records,
or such other number of days specified in the transaction X
agreements.
1122(d)(3)(iv) Amounts remitted to investors per the investor reports
agree with cancelled checks, or other form of payment, or X
custodial bank statements.
Pool Asset Administration
1122(d)(4)(i) Collateral or security on pool assets is maintained as
required by the transaction agreements or related pool
asset documents. X
1122(d)(4)(ii) Pool assets and related documents are safeguarded as X
required by the transaction agreements
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 X
agreements.
1122(d)(4)(iv) Payments on pool assets, including any payoffs, made in X
accordance with the related pool asset documents are
posted to the related 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.
1122(d)(4)(v) The related Servicer's records regarding the pool assets X
agree with the related Servicer's records with respect to
an obligor's unpaid principal balance.
1122(d)(4)(vi) Changes with respect to the terms or status of an X
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 (e.g., forbearance X
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 are maintained X
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 of return for pool X
assets with variable rates are computed based on the
related pool asset documents.
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as X
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.
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or X
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 connection with any payment X
to be made on behalf of an obligor are paid from the
related 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 obligor are posted X
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 uncollectible accounts are X
recognized and recorded in accordance with the
transaction agreements.
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 X
agreements.
Appendix B
Material Instances of Noncompliance by LaSalle
1122(d)(3)(i)(A) and (B) - During the Reporting Period, certain monthly investor
or remittance reports were not prepared in accordance with the terms set forth
in the transaction agreements and certain investor reports did not provide
the information calculated in accordance with the terms specified in the
transaction agreements for which certain individual errors may or may not have
been material.
Exhibit 34.1
Report of Independent Registered Public Accounting Firm
To LaSalle Bank National Association:
We have examined LaSalle Bank National Association's (the "Company") compliance
with the servicing criteria set forth in Item 1122(d) of the Securities and
Exchange Commission's Regulation AB for the mortgage-backed securities
transactions for which LaSalle, as trustee, paying agent, or custodian,
performed servicing activities, which transactions were initially closed on
or after January 1, 2006, and that were registered with the Securities and
Exchange Commission pursuant to the Securities Act of 1933 (the "Platform")
described in the accompanying Report on Assessment of Compliance with Servicing
Criteria (the "Compliance Statement"), as of December 31, 2007 and for the year
then ended, excluding criteria 1122(d)(1)(iii) and 1122(d)(4)(iv)-(xiv)
which the Company has determined are not applicable to the servicing activities
performed by it with respect to the Platform. Management is responsible for the
Company's compliance with the servicing criteria. Our responsibility is to
express an opinion on the Company's compliance with the servicing criteria
based on our examination.
Our examination was conducted in accordance with standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with
the applicable servicing criteria and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing
of selected asset-backed transactions and securities that comprise the Platform,
testing of selected servicing activities related to the Platform, and
determining whether the Company processed those selected transactions and
performed those selected activities in compliance with the applicable
servicing criteria. Our procedures were limited to the selected transactions and
servicing activities performed by the Company during the period covered by this
report. Our procedures were not designed to detect noncompliance arising
from errors that may have occurred prior to or subsequent to our tests that may
have affected the balances or amounts calculated or reported by the Company
during the period covered by this report. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide
a legal determination on the Company's compliance with the servicing criteria.
Our examination disclosed the following material noncompliance with the
servicing criteria set forth in Item 1122(d)(3)(i)(A) and (B) of Regulation
AB applicable to the Company during the year ended December 31, 2007. Certain
reports to investors did not include certain required information in accordance
with terms set forth in the transaction agreements and certain reports to
investors did not provide information calculated in accordance with the terms
specified in the transaction agreements.
In our opinion, except for the material noncompliance described in the
preceding paragraph, LaSalle Bank National Association complied with the
aforementioned applicable servicing criteria as of and for the year ended
December 31, 2007 for the Platform, in all material respects.
/s/PricewaterhouseCoopers L.L.P.
February 29, 2008
Exhibit 35.1
Servicer Compliance Statement
[On LaSalle Bank ABN AMRO Letterhead]
Annual Statement of Compliance
MS Structured Asset Corp.
1585 Broadway
New York, New York 10036
Re: TRUST AGREEMENT, between MS Structured Asset Corp. (the "Depositor") and
LaSalle Bank National Association (the "Trustee"), made as of the date February
28, 2007 relating to SATURNS Trust No. 2007-1 (the "Agreement").
I, Barbara L. Marik, a Senior Vice President of LaSalle Bank National
Association, as Trustee hereby certify that:
(1) A review of the activities of the Trustee during the preceding
calendar year and of the performance of the Trustee under the Agreement has been
made under my supervision; and
(2) To the best of my knowledge, based on such review, the Trustee has
fulfilled all its obligations under the Agreement in all material respects
throughout such year or a portion thereof.
Date: February 27, 2008
--------------------
LaSalle Bank National Association, as Trustee
/s/ Barbara L. Marik
--------------------------
Name: Barbara L. Marik
Title: Senior Vice President