ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)

Exhibits

4.1

Omnibus Amendment No. 2, dated as of April 25, 2008, among the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Servicer, the Administrator and the Depositor and relating to the amendment of the Indenture and the Administration Agreement.

4.2

Indenture, dated as of August 1, 2005, among the Issuer, the Eligible Lender Trustee and the Indenture Trustee.*

4.3

Administration Agreement, dated as of August 11, 2005, among the Depositor, the Servicer, the Administrator, the Issuer, the Eligible Lender Trustee and the Indenture Trustee.*

5.1

Opinion of McKee Nelson LLP, dated April 25, 2008, with respect to legality.

8.1

Opinion of Shearman & Sterling LLP, dated April 25, 2008, with respect to tax matters.

99.1

Remarketing Agreement, dated as of April 2, 2008, among the Issuer, the Administrator and Merrill Lynch.

99.2

Original Remarketing Agreement, dated as of August 11, 2005, among the Issuer, the Administrator, Banc of America and Deutsche Bank.*

99.3

Remarketing Agency Agreement, dated as of April 15, 2008, among the Issuer, the Administrator and the Remarketing Agents.

99.4

Supplemental Remarketing Agency Agreement, dated as of April 22, 2008, among the Issuer, the Administrator and the Remarketing Agents.

* Incorporated by reference to Form 8-K filed on August 17, 2005, File No. 333-103545-05.