(BNY MELLON LOGO)

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 are subject to
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, 2011 (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.

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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.

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.

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|                                                |                                                
|----------------------------------------------- | -----------------------------------------------
|The Bank of New York
 Mellon                    | The Bank of New York
 Mellon                   
|The Bank of New York
 Mellon TrustCompany, N.A. | The Bank of New York
 Mellon TrustCompany, N.A.
|BNY Mellon Trust of Delaware                    |                                                

|                       |  |                         | 
|---------------------- |  | ----------------------- | 
|/s/
 Robert L. Griffin |  | /s/
 Richard P. Stanley | 
|                       |  |                         | 
|Robert
 L. Griffin     |  | Richard
 P. Stanley     | 
|Authorized
 Signatory  |  | Authorized
 Signatory   | 

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

| |                       | 
| | --------------------- | 
| | /s/
 Alex P. Tsarnas  | 
| |                       | 
| | Alex
 P. Tsarnas      | 
| | Authorized
 Signatory | 

Dated: February 28, 2012

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