**Exhibit 33.2**

 

**ASSERTION OF COMPLIANCE WITH APPLICABLESERVICING CRITERIA**

 

The Bank of New York Mellon (formerly The Bank of New York), BNY MellonTrust of Delaware (formerly BNYM (Delaware)) and The Bank of New York MellonTrust Company, 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 the Securities ExchangeAct of 1934, as amended) asset-backed securities issued on or after January 1,2006 and like-kind transactions issued prior to January 1, 2006 that aresubject to Regulation AB for which the Company provides trustee, securitiesadministration or paying agent services, asdefined and to the extent applicable in the transaction agreements,other than residential mortgage-backed securities and other mortgage-relatedasset-backed securities.

 

Period: Twelve months ended December 31, 2008 (the “Period”).

 

Applicable Servicing Criteria: All servicingcriteria set forth in Item 1122(d), to the extent required by the relatedtransaction agreements as to any transaction, except as set forth in the columntitled “Not Applicable To Platform” in Appendix 1 attached hereto.

 

With respect to applicable servicing criteria 1122(d)(2)(iii),1122(d)(2)(vi) and 1122(d)(4)(vii), there were no activities performedduring the Period with respect to the Platform, because there were nooccurrences of events that would require the Company to perform suchactivities.

 

With respect to the Platform and the Period, the Company provides thefollowing assessment of compliance in respect of the Applicable ServicingCriteria:

 

1.  The Company is responsiblefor assessing its compliance with the Applicable Servicing Criteria.

 

2.  The Company has assessedcompliance with the Applicable Servicing Criteria.   In performing this assessment, managementused the criteria set forth by the Securities and Exchange Commission inparagraph (d) of Item 1122 of Regulation AB.

 

3.  Based on such assessment, asof and for the Period, the Company has complied, in all material respects, withthe Applicable Servicing Criteria other than as identified on Schedule Aattached.

 

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KPMG LLP, an independent registered public accounting firm, has issuedan attestation report with respect to the Company’s compliance with theApplicable 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 |                              | 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 27, 2009

 

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Appendix I

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

 

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| **REG AB  REFERENCE** | ** ** | **SERVICING  CRITERIA**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | **APPLICABLE  TO PLATFORM** | ** ** | **NOT  APPLICABLE TO  PLATFORM** |
|-----------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------|------------|----------------------------------|
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |       |                        |       |                             |
| 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                           |       |                             |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |       |                        |       |                             |
| ** **            | ** ** | **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                           |       |                             |

 

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| **REG AB  REFERENCE** | ** ** | **SERVICING  CRITERIA**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | ** ** | **APPLICABLE  TO PLATFORM** | ** ** | **NOT  APPLICABLE TO  PLATFORM** |
|-----------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------|------------|----------------------------------|
| ** **            | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | ** ** | ** **                  | ** ** | ** **                       |
| ** **            | ** ** | **Pool Asset Administration**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ** ** | ** **                  | ** ** | ** **                       |
| 1122(d)(4)(i)         |       | Collateral  or security on pool assets is maintained as required by the transaction  agreements or related mortgage loan 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                           |       |                             |
| 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                           |       |                             |

 

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| **REG AB  REFERENCE** | ** ** | **SERVICING  CRITERIA**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | **APPLICABLE  TO PLATFORM** | ** ** | **NOT  APPLICABLE TO  PLATFORM** |
|-----------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------|------------|----------------------------------|
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |       |                        |       |                             |
| 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                           |       |                             |

 

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Schedule A

 

Material Instances of Non-Compliance by theCompany

 

1122(d)(2)(i): *Payments on pool assetsare deposited into the appropriate custodial bank accounts and related bankclearing accounts no more than two business days of receipt, or such othernumber of days specified in the transaction agreements.*

 

During the reporting period, certain payments on pool assets were notdeposited into the appropriate segregated custodial bank account within thetime frame required by the related transaction documents.

 

The segregated account for each specified series of securities was inexistence prior to the time the deposits were to be made into such account butsuch account 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.

 

Existing procedures have been reviewed with staff to enable futurepayments to be deposited into the segregated account for each specified serieswithin the applicable time frames.

 

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