**Exhibit 33.2**

 

**ASSERTIONOF COMPLIANCE WITH**

**APPLICABLESERVICING CRITERIA**

 

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

 

Platform: Publicly-issued (i.e.,transaction-level reporting initially required under the Securities ExchangeAct of 1934, as amended) asset-backed securities issued on or after January 1,2006 and like-kind transactions issued prior to January 1, 2006 thatcomply with Regulation AB for which the Company provides trustee, securitiesadministration or paying agent services, as defined and to the extentapplicable in the transaction agreements, other than residential mortgage-backed securitiesand other mortgage-related asset-backed securities.

 

Period: Twelve months ended December 31, 2009 (the “Period”).

 

Applicable ServicingCriteria: Allservicing 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.

 

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

 

With respect to servicingcriteria 1122(d)(2)(vi) management has engaged a vendor to perform theactivities required by these servicing criteria.  Management has determined that this vendor isnot considered a “servicer” as defined in Item 1101(j) of Regulation AB,and management has elected to take responsibility for assessing compliance withthe servicing criteria applicable to this vendor as permitted by Interpretation17.06 of the SEC Division of Corporation Finance Manual of Publicly AvailableTelephone Interpretations (“Interpretation 17.06”).  Management has policies and procedures inplace designed to provide reasonable assurance that the vendor’s activitiescomply in all material respects with the servicing criteria applicable to thevendor.  Management is solely responsiblefor determining that it meets the SEC requirements to apply Interpretation17.06 for the vendor and related criteria.

 

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With respect to thePlatform and the Period, the Company provides the following assessment of compliancein 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 including servicing criteria for which complianceis determined based on Interpretation 17.06 as described above.  In performing this assessment, managementused 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 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  Mellon                                        |   | The Bank of New York  Mellon                                        |
|---------------------------------------------------------------------|--------|---------------------------------------------------------------------|
| The Bank of New York  Mellon Trust     Company, N.A. |   | The Bank of New York  Mellon Trust     Company, N.A. |
| BNY Mellon Trust of  Delaware                                       |   |                                                                |

 

 
| /s/ Robert L.  Griffin           |   | /s/  | Patrick J. Tadie   |
|----------------------------------|--------|-----------|--------------------|
| Robert L.  Griffin               |   |      | Patrick J. Tadie   |
|    Authorized  Officer |   |      | Authorized Officer |

 

 
|   | The Bank of New York  Mellon       |   |
|--------|------------------------------------|--------|
|   | The Bank of New York  Mellon Trust |   |
|   | Company, N.A.                      |   |

 

 
|   | /s/ Troy L. Kilpatrick |   |
|--------|------------------------|--------|
|   | Troy L.  Kilpatrick    |   |
|   | Authorized  Officer    |   |

 

 

Dated:   February 25, 2010

 

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Schedule A

 

Material Instancesof Non-Compliance by the Company

 

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.*

 

During the reportingperiod, certain payments on pool assets were not deposited into the appropriatesegregated custodial bank account within the time frame required by the relatedtransaction documents.

 

The segregated accountfor each specified series of securities was in existence prior to the time thedeposits were to be made into such account but such account was not utilized inall instances by the Trustee as stated above. However, payments related to eachspecified series of securities were timely remitted to the investors in suchseries.

 

Existing procedures havebeen reviewed with staff to enable future payments to be deposited into thesegregated account for each specified series within the applicable time frames.

 

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APPENDIX 1

 
| ** **      | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                               | ** ** | **Performed  Directly  by the Company** | ** ** | **Performed  by  Vendor(s) for which  the Company is the  Responsible Party** | ** ** | **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 of 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                                       |       |                                                                               |       |                             |
| 1122(d)(2)(vi)  |       | Unissued  checks are safeguarded so as to prevent unauthorized access.                                                                                                                                                                                                                                                                                                                                   |       |                                    |       | X                                                                                  |       |                             |

 

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| ** **      | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ** ** | **Performed  Directly  by the Company** | ** ** | **Performed  by  Vendor(s) for which  the Company is the  Responsible Party** | ** ** | **NOT  APPLICABLE  TO PLATFORM** |
|-----------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------|------------|------------------------------------------------------------------------------------|------------|----------------------------------|
| 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                                       |       |                                                                               |       |                             |
|            |       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |       |                                    |       |                                                                               |       |                             |
|            |       | **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  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                                       |       |                                                                               |       |                             |

 

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| ** **       | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ** ** | **Performed  Directly  by the Company** | ** ** | **Performed  by  Vendor(s) for which  the Company is the  Responsible Party** | ** ** | **NOT  APPLICABLE  TO PLATFORM** |
|------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------|------------|------------------------------------------------------------------------------------|------------|----------------------------------|
| 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                                       |       |                                                                               |       |                             |
| 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                                |

 

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| ** **       | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | **Performed  Directly  by the Company** | ** ** | **Performed  by  Vendor(s) for which  the Company is the  Responsible Party** | ** ** | **NOT  APPLICABLE  TO PLATFORM** |
|------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------|------------|------------------------------------------------------------------------------------|------------|----------------------------------|
| 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                                       |       |                                                                               |       |                             |

 

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