EXHIBIT 33.3

                          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 Trust       The Bank of New York Mellon Trust
   Company, N.A.                           Company, N.A.
BNY Mellon Trust of Delaware


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


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


                                        /s/ Troy L. Kilpatrick
                                        ----------------------------------------
                                        Troy L. Kilpatrick
                                        Authorized Officer

Dated: February 27, 2009



                                   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.