EXHIBIT 33.1

ASSERTION OF
COMPLIANCE WITH                                            APPLICABLE SERVICING CRITERIA

The
Bank of New York Mellon (formerly The Bank of New York), BNY Mellon Trust of Delaware (formerly BNYM
(Delaware)) and The Bank of New York Mellon Trust Company, N.A. (formerly The
Bank of New York Trust Company, N.A.),  (collectively, the Company) provides this
platform-level assessment of compliance with the servicing criteria specified in Item
1122(d) of Regulation AB promulgated by the Securities and Exchange Commission.
Management has determined that the servicing criteria are applicable in regard to the
servicing platform as of and  for the period as follows:

Platform: Publicly-issued (i.e.,
transaction-level reporting initially required under the Securities Exchange Act of 1934,
as amended) asset-backed securities issued on or after January 1, 2006 and like-kind
transactions issued prior to January 1, 2006 that are subject to Regulation AB for which
the Company provides trustee, securities administration or paying agent services,  as defined and to the extent applicable in the transaction documents, other
than residential mortgage-backed securities and other mortgage-related asset-backed
securities.

Period:
Twelve months ended December 31, 2008 (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), 1122(d)(2)(vi) 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 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. In performing
this assessment, management used the criteria set forth by the Securities and Exchange
Commission in paragraph (d) of Item 1122 of Regulation AB.

3.
Based on such assessment, as of and for the Period, the Company has complied, in all
material respects, with the Applicable Servicing Criteria other than as identified on Schedule A attached.

KPMG
LLP, an independent registered public accounting firm, has issued an attestation report
with respect to the Companys compliance with the Applicable Servicing Criteria as of and
for the Period.

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The Bank of New York  Mellon
      The Bank of New
York Mellon Trust 
        
       Company, N.A.  
      BNY Mellon Trust of Delaware
      
      The Bank of New York Mellon
        The Bank of New
York Mellon Trust
         Company, N.A./s/ Robert L. Griffin
      
      /s/ Patrick J. TadieRobert L. Griffin 
          Authorized Officer
      
      Patrick J.
Tadie 
              Authorized OfficerThe Bank of New York MellonThe Bank of New York Mellon Trust 
          Company, N.A./s/ Troy L. KilpatrickTroy L. Kilpatrick
        Authorized Officer


Dated as of February 27, 2009

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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 the appropriate custodial bank accounts and related bank
clearing accounts no more than two business days of receipt, or such other number of days
specified in the transaction agreements.

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

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

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



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APPENDIX 1

|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 following
  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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|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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|                 | 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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|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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