**Exhibit33.2**

 

**ASSERTION OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA**

 

TheBank of New York Mellon (formerly The Bank of New York), BNY Mellon Trust ofDelaware (formerly BNYM (Delaware)) and The Bank of New York Mellon TrustCompany, N.A. (formerly The Bank of New York Trust Company, N.A.),(collectively, the “Company”) provides this platform-level assessment ofcompliance with the servicing criteria specified in Item 1122(d) ofRegulation AB promulgated by the Securities and Exchange Commission.  Management has determined that the servicingcriteria are applicable in regard to the servicing platform as of and for theperiod as follows:

 

Platform:Publicly-issued (i.e., transaction-level reporting initially required under theSecurities Exchange Act of 1934, as amended) asset-backed securities issued onor 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 extentapplicable in the transaction agreements, other than residentialmortgage-backed securities and other mortgage-related asset-backed securities.

 

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

 

ApplicableServicing Criteria: All servicing criteria set forth in Item 1122(d),to the extent required by the related transaction agreements as to anytransaction, except as set forth in the column titled “Not Applicable ToPlatform” in Appendix 1 attached hereto.

 

Withrespect to applicable servicing criteria 1122(d)(2)(iii) and1122(d)(4)(vii), there were no activities performed during the Period withrespect to the Platform, because there were no occurrences of events that wouldrequire the Company to perform such activities.

 

Withrespect to servicing criteria 1122(d)(2)(vi) management has engaged avendor to perform the activities 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 Available TelephoneInterpretations (“Interpretation 17.06”). Management has policies and procedures in place designed to providereasonable assurance that the vendor’s activities comply in all materialrespects with the servicing criteria applicable to the vendor.  Management is solely responsible fordetermining that it meets the SEC requirements to apply Interpretation 17.06for the vendor and related criteria.

 

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Withrespect to the Platform and the Period, the Company provides the followingassessment of compliance in 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.

 

KPMGLLP, an independent registered public accounting firm, has issued anattestation report with respect to the Company’s compliance with the ApplicableServicing 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 Trust             |                   | The  Bank of New York Mellon Trust |
| Company, N.A.                                  |                   | 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 Instances of Non-Compliance by the Company

 

1122(d)(2)(i):*Payments on pool assets are deposited into theappropriate custodial bank accounts and related bank clearing accounts no morethan two business days of receipt, or such other number of days specified inthe transaction agreements.*

 

Duringthe reporting period, certain payments on pool assets were not deposited intothe appropriate segregated custodial bank account within the time framerequired by the related transaction documents.

 

Thesegregated account for each specified series of securities was in existenceprior to the time the deposits were to be made into such account but suchaccount was not utilized in all instances by the Trustee as stated above.However, payments related to each specified series of securities were timelyremitted to the investors in such series.

 

Existingprocedures have been reviewed with staff to enable future payments to bedeposited into the segregated account for each specified series within the applicabletime frames.

 

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**Appendix1**

 
| ** **                 | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                               | ** ** | **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                                                                                                               |   |   |

 

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| ** **                 | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ** ** | **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)(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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| ** **                 | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ** ** | **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)(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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| ** **                 | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | **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)(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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