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EXHIBIT 33.1ASSERTION 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.

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 Trust |                                                                     | The Bank of New York Mellon Trust
|Company, N.A.                     |                                                                     | Company, 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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APPENDIX 1

|REG ABREFERENCE                  | SERVICING CRITERIA                                                                                                                                                                                                                                                                                                                                                          | APPLICABLE TO PLATFORM | NOT APPLICABLETO PLATFORM
|-------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------- | -------------------------
|Performed Directlyby the Company | Performed byVendor(s) for whichthe Company is theResponsible Party                                                                                                                                                                                                                                                                                                         
|                                 | General Servicing Considerations                                                                                                                                                                                                                                                                                                                                            |                        |                          
|1122(d)(1)(i)                    | Policies and procedures are instituted tomonitor any performance or othertriggers and events of default inaccordance with the transactionagreements.                                                                                                                                                                                                                        | X                      |                          
|1122(d)(1)(ii)                   | If any material servicing activities areoutsourced to third parties, policies andprocedures are instituted to monitor thethird partys performance andcompliance with such servicingactivities.                                                                                                                                                                             | X                      |                          
|1122(d)(1)(iii)                  | Any requirements in the transactionagreements to maintain a back-upservicer for the pool assets aremaintained.                                                                                                                                                                                                                                                              |                        |                          
|1122(d)(1)(iv)                   | A fidelity bond and errors and omissionspolicy is in effect on the partyparticipating in the servicing functionthroughout the reporting period in theamount of coverage required by andotherwise in accordance with the termsof the transaction agreements.                                                                                                                 |                        |                          
|                                 | Cash Collection and Administration                                                                                                                                                                                                                                                                                                                                          |                        |                          
|1122(d)(2)(i)                    | Payments on pool assets are depositedinto the appropriate custodial bankaccounts and related bank clearingaccounts no more than two businessdays of receipt, or such other number ofdays specified in the transactionagreements.                                                                                                                                            | X                      |                          
|1122(d)(2)(ii)                   | Disbursements made via wire transfer onbehalf of an obligor or to an investor aremade only by authorized personnel.                                                                                                                                                                                                                                                         | X                      |                          
|1122(d)(2)(iii)                  | Advances of funds or guaranteesregarding collections, cash flows ordistributions, and any interest or otherfees charged for such advances, aremade, reviewed and approved asspecified in the transaction agreements.                                                                                                                                                        | X                      |                          
|1122(d)(2)(iv)                   | The related accounts for the transaction,such as cash reserve accounts oraccounts
    established as a form of overcollateralization, are separatelymaintained (e.g.,
    with respect tocommingling of cash) as set forth in thetransaction
    agreements.                                                                                                                | X                      |                          
|1122(d)(2)(v)                    | Each custodial account is maintained ata federally insured depository institutionas set forth in the transactionagreements. For purposes of thiscriterion, federally insured depositoryinstitution with respect to a foreignfinancial institution means a foreignfinancial institution that meets therequirements of Rule 240.13k-1(b)(1)  of theSecurities Exchange Act. | X                      |                          
|1122(d)(2)(vi)                   | Unissued checks are safeguarded so asto prevent unauthorized access.                                                                                                                                                                                                                                                                                                        |                        | X                        

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|REG ABREFERENCE                  | SERVICING CRITERIA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | APPLICABLE TO PLATFORM | NOT APPLICABLETO PLATFORM
|-------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------- | -------------------------
|Performed Directlyby the Company | Performed byVendor(s) for whichthe Company is theResponsible Party                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1122(d)(2)(vii)                  | Reconciliations are prepared on amonthly basis for all asset-backedsecurities related bank accounts,including custodial accounts and relatedbank clearing accounts. Thesereconciliations are (A) mathematicallyaccurate; (B) prepared within 30calendar days after \
the bank statementcutoff date, or such other number ofdays specified in the transactionagreements; (C) reviewed and approvedby someone other than the person whoprepared the reconciliation; and (D)contain explanations for reconcilingitems. These reconciling items areresolved within 90 calendar days of theiroriginal identification, or such othernumber of days
specified in thetransaction agreements. | X                      |                          
|                                 | Investor Remittances and Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                        |                          
|1122(d)(3)(i)                    | Reports to investors, including those tobe filed with the Commission, aremaintained in accordance with thetransaction agreements and applicableCommission requirements. Specifically,such reports (A) are prepared inaccordance with timeframes and otherterms set forth in the transactionagreements; (B) provide informationcalculated in accordance with the termsspecified in the transaction agreements;(C) are filed with the Commission asrequired by its rules and regulations; and(D) agree with investors or the trusteesrecords as to the total unpaid principalbalance and number of pool assetsserviced by the Servicer.                                              | X                      |                          
|1122(d)(3)(ii)                   | Amounts due to investors are allocatedand remitted in accordance withtimeframes, distribution priority andother terms set forth in the transactionagreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | X                      |                          
|1122(d)(3)(iii)                  | Disbursements made to an investor areposted within two business days to theServicers investor records, or such othernumber of days specified in thetransaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | X                      |                          
|1122(d)(3)(iv)                   | Amounts remitted to investors per theinvestor reports agree with cancelledchecks, or other form of payment, orcustodial bank statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | X                      |                          
|                                 | Pool Asset Administration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                        |                          
|1122(d)(4)(i)                    | Collateral or security on pool assets ismaintained as required by the transactionagreements or related pool assetdocuments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | X                      |                          
|1122(d)(4)(ii)                   | Pool asset and related documents aresafeguarded as required by thetransaction agreements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | X                      |                          
|1122(d)(4)(iii)                  | Any additions, removals or substitutionsto the asset pool are made, reviewed andapproved in accordance with anyconditions or requirements in thetransaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | X                      |                          

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|REG ABREFERENCE                  | SERVICING CRITERIA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | APPLICABLE TO PLATFORM | NOT APPLICABLETO PLATFORM
|-------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------- | -------------------------
|Performed Directlyby the Company | Performed byVendor(s) for whichthe Company is theResponsible Party                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|1122(d)(4)(iv)                   | Payments on pool assets, including anypayoffs, made in accordance with therelated pool asset documents are postedto the Servicers obligor recordsmaintained no more than two businessdays after receipt, or such other numberof days specified in the transactionagreements, and allocated to principal,interest or other items (e.g., escrow) inaccordance with the related pool assetdocuments.                                                                                                                                                                      | X                      |                          
|1122(d)(4)(v)                    | The Servicers records regarding thepool assets agree with the Servicersrecords with respect to an obligorsunpaid principal balance.                                                                                                                                                                                                                                                                                                                                                                                                                                  | X                      |                          
|1122(d)(4)(vi)                   | Changes with respect to the terms orstatus of an obligor's pool assets (e.g.,loan modifications or re-agings) aremade, reviewed and approved byauthorized personnel in accordance withthe transaction agreements and relatedpool asset documents.                                                                                                                                                                                                                                                                                                                       |                        |                          
|1122(d)(4)(vii)                  | Loss mitigation or recovery actions (e.g.,forbearance plans, modifications anddeeds in lieu of foreclosure, foreclosuresand repossessions, as applicable) areinitiated, conducted and concluded inaccordance with the timeframes or otherrequirements established by thetransaction agreements.                                                                                                                                                                                                                                                                         | X                      |                          
|1122(d)(4)(viii)                 | Records documenting collection effortsare maintained during the period a poolasset is delinquent in accordance withthe transaction agreements. Such recordsare maintained on at least a monthlybasis, or such other period specified inthe transaction agreements, and describethe entitys activities in monitoringdelinquent pool assets including, forexample, phone calls, letters andpayment rescheduling plans in caseswhere delinquency is deemed temporary(e.g., illness or unemployment).                                                                      |                        |                          
|1122(d)(4)(ix)                   | Adjustments to interest rates or rates ofreturn for pool assets with variable ratesare computed based on the related poolasset documents.                                                                                                                                                                                                                                                                                                                                                                                                                               | X                      |                          
|1122(d)(4)(x)                    | Regarding any funds held in trust for anobligor (such as escrow accounts): (A)such funds are analyzed, in accordancewith the obligors pool asset documents,on at least an annual basis, or such otherperiod specified in the transactionagreements; (B) interest on such funds ispaid, or credited, to obligors inaccordance with applicable pool assetdocuments and state laws; and (C) suchfunds are returned to the obligor within30 calendar days of full repayment of therelated pool assets, or such other numberof days specified in the transactionagreements. |                        |                          

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|REG ABREFERENCE                  | SERVICING CRITERIA                                                                                                                                                                                                                                                                                                                                                                     | APPLICABLE TO PLATFORM | NOT APPLICABLETO PLATFORM
|-------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------- | -------------------------
|Performed Directlyby the Company | Performed byVendor(s) for whichthe Company is theResponsible Party                                                                                                                                                                                                                                                                                                                    
|1122(d)(4)(xi)                   | Payments made on behalf of an obligor(such as tax or insurance payments) aremade on or before the related penalty orexpiration dates, as indicated on theappropriate bills or notices for suchpayments, provided that such supporthas been received by the Servicer at least30 calendar days prior to these dates, orsuch other number of days specified inthe transaction agreements. |                        |                          
|1122(d)(4)(xii)                  | Any late payment penalties inconnection with any payment to be madeon behalf of an obligor are paid from theServicers funds and not charged to theobligor, unless the late payment was dueto the obligors error or omission.                                                                                                                                                         |                        |                          
|1122(d)(4)(xiii)                 | Disbursements made on behalf of anobligor are posted within two businessdays to the obligors records maintainedby the Servicer, or such other number ofdays specified in the transactionagreements.                                                                                                                                                                                   |                        |                          
|1122(d)(4)(xiv)                  | Delinquencies, charge-offs anduncollectible accounts are recognizedand recorded in accordance with thetransaction agreements.                                                                                                                                                                                                                                                          |                        |                          
|1122(d)(4)(xv)                   | Any external enhancement or othersupport, identified in Item 1114(a)(1)through (3) or Item 1115 of RegulationAB, is maintained as set forth in thetransaction agreements.                                                                                                                                                                                                              | X                      |                          

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