Exhibit 33.2

ASSERTION OF COMPLIANCE WITH
APPLICABLE SERVICING CRITERIA

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

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

Period: Twelve months ended December 31, 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.

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

|                      |  |                     
|--------------------- |  | --------------------
|/s/ Robert L. Griffin |  | /s/ Patrick J. Tadie
|                      |  |                     
|Robert L. Griffin     |  | Patrick J. Tadie    
|Authorized Officer    |  | Authorized Officer  

1

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| |                                                                 
| | ----------------------------------------------------------------
| | 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

2

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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.

2

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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 of receipt, or such other
 number of days specified in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | X                       |  |                            
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                         |  |                            
|1122(d)(2)(ii)   |  | Disbursements made via wire
 transfer on behalf of an obligor or to an investor are made only by
 authorized personnel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | X                       |  |                            
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                         |  |                            
|1122(d)(2)(iii)  |  | Advances of funds or
 guarantees regarding collections, cash flows or distributions, and any
 interest or other fees charged for such advances, are made, reviewed and
 approved as specified in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | X                       |  |                            
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                         |  |                            
|1122(d)(2)(iv)   |  | The related accounts for
 the transaction, such as cash reserve accounts or accounts established as a
 form of over collateralization, are separately maintained (e.g., with respect
 to commingling of cash) as set forth in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | X                       |  |                            
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                         |  |                            
|1122(d)(2)(v)    |  | Each custodial account is
 maintained at a federally insured depository institution as set forth in the
 transaction agreements. For purposes of this criterion, federally insured
 depository institution with respect to a foreign financial institution means
 a foreign financial institution that meets the requirements of Rule 13k-
 1(b)(1) of the Securities Exchange Act.                                                                                                                                                                                                                                                                                                                         |  | X                       |  |                            
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                         |  |                            
|1122(d)(2)(vi)   |  | Unissued checks are
 safeguarded so as to prevent unauthorized access.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | X                       |  |                            
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                         |  |                            
|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                       |  |                            

1

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APPENDIX
1

|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                          |  |                            
|---------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ |  | ---------------------------
|REG AB REFERENCE |  | SERVICING
 CRITERIA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | APPLICABLE
 TO
 PLATFORM |  | NOT APPLICABLE
 TO PLATFORM
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                          |  |                            
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                          |  |                            
|                 |  | Investor
 Remittances and Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                          |  |                            
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                          |  |                            
|1122(d)(3)(i)    |  | Reports to investors, including
 those to be filed with the Commission, are maintained in accordance with the
 transaction agreements and applicable Commission requirements. Specifically,
 such reports (A) are prepared in accordance with timeframes and other terms
 set forth in the transaction agreements; (B) provide information calculated
 in accordance with the terms specified in the transaction agreements; (C) are
 filed with the Commission as required by its rules and regulations; and (D)
 agree with investors or the trustees records as to the total unpaid
 principal balance and number of pool assets serviced by the Servicer. |  | X                        |  |                            
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                          |  |                            
|1122(d)(3)(ii)   |  | Amounts due to investors
 are allocated and remitted in accordance with timeframes, distribution
 priority and other terms set forth in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | X                        |  |                            
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                          |  |                            
|1122(d)(3)(iii)  |  | Disbursements made to an
 investor are posted within two business days to the Servicers investor
 records, or such other number of days specified in the transaction
 agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | X                        |  |                            
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                          |  |                            
|1122(d)(3)(iv)   |  | Amounts remitted to
 investors per the investor reports agree with cancelled checks, or other form
 of payment, or custodial bank statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | X                        |  |                            
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                          |  |                            
|                 |  | Pool Asset
 Administration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                          |  |                            
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                          |  |                            
|1122(d)(4)(i)    |  | Collateral or security on
 pool assets is maintained as required by the transaction agreements or
 related 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                        |  |                            

2

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APPENDIX
1

|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                          |  |                             
|---------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ |  | ----------------------------
|REG AB REFERENCE |  | SERVICING
 CRITERIA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | APPLICABLE
 TO
 PLATFORM |  | NOT
 APPLICABLE
 TO PLATFORM
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                          |  |                             
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                          |  |                             
|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 leasta
 monthly basis, or such other period specified in the transaction agreements,
 and describe the entitys activities in monitoring delinquent pool assets
 including, for example, phone calls, letters and payment rescheduling plans
 in cases where delinquency is deemed temporary (e.g., illness or
 unemployment).                                                                         |  |                          |  | X                           
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                          |  |                             
|1122(d)(4)(ix)   |  | Adjustments to interest
 rates or rates of return for pool assets with variable rates are computed
 based on the related pool asset documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | X                        |  |                             
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                          |  |                             
|1122(d)(4)(x)    |  | Regarding any funds held in
 trust for an obligor (such as escrow accounts): (A) such funds are analyzed,
 in accordance with the obligors pool asset documents, on at least an annual
 basis, or such other period specified in the transaction agreements; (B)
 interest on such funds is paid, or credited, to obligors in accordance with
 applicable pool asset documents and state laws; and (C) such funds are
 returned to the obligor within 30 calendar days of full repayment of the
 related pool assets, or such other number of days specified in the
 transaction agreements. |  |                          |  | X                           
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                          |  |                             
|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                        |  |                             

3

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