EXHIBIT 33.2

ASSERTION OF COMPLIANCE WITH
APPLICABLE SERVICING CRITERIA

The Bank of
New York Mellon (formerly The Bank of New York), BNY Mellon Trust of Delaware
(formerly BNYM (Delaware)) and The Bank of New York Mellon Trust Company, N.A.
(formerly The Bank of New York Trust Company, N.A.), (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 as of and
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 comply
with Regulation AB for which the Company provides trustee, securities
administration or paying agent services, as defined and to the extent
applicable in the transaction agreements, other than residential
mortgage-backed securities and other mortgage-related asset-backed securities.

Period: Twelve months ended December 31, 2009
(the Period).

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) 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.

With
respect to servicing criteria 1122(d)(2)(vi) management has engaged a vendor to
perform the activities required by these servicing criteria. Management has
determined that this vendor is not considered a servicer as defined in Item
1101(j) of Regulation AB, and management has elected to take responsibility for
assessing compliance with the servicing criteria applicable to this vendor as
permitted by Interpretation 17.06 of the SEC Division of Corporation Finance
Manual of Publicly Available Telephone Interpretations (Interpretation
17.06). Management has policies and procedures in place designed to provide
reasonable assurance that the vendors activities comply in all material
respects with the servicing criteria applicable to the vendor. Management is
solely responsible for determining that it meets the SEC requirements to apply
Interpretation 17.06 for the vendor and related criteria.

---



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 including
servicing criteria for which compliance is determined based on Interpretation
17.06 as described above. 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.

---



|                                                  |  |                                                  | 
|------------------------------------------------- |  | ------------------------------------------------ | 
|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

---



Schedule A

Material Instances of Non-Compliance by the
Company

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.

During the
reporting period, certain payments on pool assets were not deposited into the
appropriate segregated custodial bank account within the time frame required by
the related transaction documents.

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

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

---



Appendix 1

|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                     |  |                                                                           |  |                              
|----------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------- |  | ------------------------------------------------------------------------- |  | -----------------------------
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | APPLICABLE
 TO PLATFORM             |  |                                                                          
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                     |  |                                                                          
|REG AB
 REFERENCE |  | SERVICING
 CRITERIA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | 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                                                                         |  |                              
|                 
|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                                   |  |                                                                           |  |                              

---



|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                      |  |                                                                          |  |                             
|----------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------ |  | ------------------------------------------------------------------------ |  | ----------------------------
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | APPLICABLE
 TO PLATFORM              |  |                                                                         
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                      |  |                                                                         
|REG AB
 REFERENCE |  | SERVICING
 CRITERIA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Performed
 Directly by the 
 Company |  | Performed
 by Vendor(s)
 for which the Company is
 the Responsible Party |  | 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. |  | 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                                    |  |                                                                          |  |                             
|                 
|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                                    |  |                                                                          |  |                             

---



|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                      |  |                                                                           |  |                              
|----------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------ |  | ------------------------------------------------------------------------- |  | -----------------------------
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | APPLICABLE
 TO PLATFORM              |  |                                                                          
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                      |  |                                                                          
|REG AB
 REFERENCE |  | SERVICING
 CRITERIA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | Performed
 Directly by the 
 Company |  | Performed
 by Vendor(s)
 for which the Company is 
 the Responsible Party |  | NOT
 APPLICABLE TO 
 PLATFORM
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                      |  |                                                                           |  |                              
|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                            
|                 
|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                                    |  |                                                                           |  |                              

---