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”) provide 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, paying agent or custodial 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 (the “Platform”).



Period: Twelve months ended December 31, 2014 (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 servicing criterion 1122(d)(2)(vi)
management has engaged a vendor to perform the activities required by the servicing criterion. Management has determined that
this vendor is not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and management has elected
to take responsibility for assessing compliance with the servicing criterion applicable to this vendor as permitted by the SEC’s
Compliance and Disclosure Interpretation (“CD&I”) 200.06, Vendor’s Engaged by Servicers (CD&I
200.06) (formerly SEC Manual Telephone Interpretation 17.06). Management has policies and procedures in place designed to provide
reasonable assurance that the vendor’s activities comply in all material respects with the servicing criterion applicable
to the vendor. Management is solely responsible for determining that it meets the SEC requirements to apply CD&I 200.06 for
the vendor and related criterion.



With respect to the Platform as of and for the Period, the
Company provides the following assessment of compliance in respect of the Applicable Servicing Criteria:



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



2. The Company has assessed compliance with the Applicable
Servicing Criteria including the servicing criterion for which compliance is determined based on CD&I 200.06 as described
above. In performing this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph
(d) of Item 1122 of Regulation AB.



3. With respect to Applicable Servicing Criteria 1122(d)(2)(iii)
and 1122(d)(4)(vii), there were no activities performed during the Period with respect to the Platform, because there were no
occurrences of events that would require the Company to perform such activities.







4. Based on such assessment, as of and for the Period, the
Company has complied, in all material respects, with the Applicable Servicing Criteria.



KPMG LLP, an independent registered public accounting firm,
has issued an attestation report with respect to Management’s Assertion of Compliance with the Applicable Servicing Criteria
as of and for the Period.







|The Bank of New York Mellon |  | BNY Mellon Trust of Delaware
|--------------------------- |  | ----------------------------
|                            |  |                             
|/s/ Richard
    P. Stanley  |  | /s/ Robert
    L. Griffin   
|Richard P. Stanley          |  | Robert L. Griffin           
|Authorized Signatory        |  | Authorized Signatory        



The Bank of New York Mellon Trust

Company, N.A.



|/s/ Antonio I. Portuondo | 
|------------------------ | 
|Antonio I. Portuondo     | 
|Authorized Signatory     | 



Dated: February 27, 2015







APPENDIX 1



|                         |  |                                                                                                                                                                                                                                                                                                                                                                                  |  | APPLICABLE
    TO PLATFORM           |  |                                                                       
|------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------ |  | ----------------------------------------------------------------------
|REG
    AB
    REFERENCE |  | SERVICING
    CRITERIA                                                                                                                                                                                                                                                                                                                                                           |  | Performed
    Directlyby the Company |  | Performed
    byVendor(s) for whichthe Company is theResponsible Party
|                         |  | General servicing considerations                                                                                                                                                                                                                                                                                                                                                 |  |                                      |  |                                                                       
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                  |  |                                      |  |                                                                       
|1122(d)(1)(i)            |  | Policies and procedures
    are instituted 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.                                                                                                                                                                                                                                                            |  |                                      |  |                                                                       
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                  |  |                                      |  |                                                                       
|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.                                                                                                        |  |                                      |  |                                                                       
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                  |  |                                      |  |                                                                       
|                         |  | 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 240.13k-1(b)(1) of this chapter. |  | X                                    |  |                                                                       
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                  |  |                                      |  |                                                                       
|1122(d)(2)(vi)           |  | Unissued checks are
    safeguarded so as to prevent unauthorized access.                                                                                                                                                                                                                                                                                                        |  |                                      |  | X                                                                     







|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | APPLICABLE
    TO PLATFORM           |  |                                                                       
|------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------ |  | ----------------------------------------------------------------------
|REG
    AB
    REFERENCE |  | SERVICING
    CRITERIA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | Performed
    Directlyby the Company |  | Performed
    byVendor(s) for whichthe Company is theResponsible Party
|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 (A)  Are mathematically accurate; (B) Are  prepared within
    30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements;
    (C) Are 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                                    |  |                                                                       
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                      |  |                                                                       
|                         |  | Pool asset administration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                      |  |                                                                       
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                      |  |                                                                       
|1122(d)(4)(i)            |  | Collateral or security
    on pool assets is maintained as required by the transaction agreements or related pool asset 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                                    |  |                                                                       







|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | APPLICABLE
    TO PLATFORM           |  |                                                                       
|------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------ |  | ----------------------------------------------------------------------
|REG
    AB
    REFERENCE |  | SERVICING
    CRITERIA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | Performed
    Directlyby the Company |  | Performed
    byVendor(s) for whichthe Company is theResponsible Party
|1122(d)(4)(iv)           |  | Payments
    on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable
    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.                                                                                                                                                                                                                                                                                                                                          |  |                                      |  |                                                                       
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                      |  |                                                                       
|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).                                                                           |  |                                      |  |                                                                       
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                      |  |                                                                       
|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 asset, or such other
    number of days specified in the transaction agreements. |  |                                      |  |                                                                       







|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                             |  | APPLICABLE
    TO PLATFORM           |  |                                                                       
|------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------ |  | ----------------------------------------------------------------------
|REG
    AB
    REFERENCE |  | SERVICING
    CRITERIA                                                                                                                                                                                                                                                                                                                                                                                      |  | Performed
    Directlyby the Company |  | Performed
    byVendor(s) for whichthe Company is theResponsible Party
|1122(d)(4)(xi)           |  | Payments
    made on behalf of an obligor (such as tax or insurance payments) 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. |  |                                      |  |                                                                       
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                      |  |                                                                       
|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.                                                                                                                                                                 |  |                                      |  |                                                                       
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                      |  |                                                                       
|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.                                                                                                                                                                                           |  |                                      |  |                                                                       
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                      |  |                                                                       
|1122(d)(4)(xiv)          |  | Delinquencies, charge-offs
    and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.                                                                                                                                                                                                                                                                        |  |                                      |  |                                                                       
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                      |  |                                                                       
|1122(d)(4)(xv)           |  | Any external enhancement
    or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of this Regulation AB, is maintained as set forth
    in the transaction agreements.                                                                                                                                                                                                                  |  | X                                    |  |