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, 2012 (the “Period”).



Applicable Servicing Criteria: All servicing criteria set
forth in Item 1122(d), to the extent required by the related transaction agreements as to any transaction, except as set forth
in the column titled “Not Applicable To Platform” in Appendix 1 attached hereto.



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



With respect to servicing 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 Interpretation 17.06
of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (“Interpretation 17.06”).
Management has policies and procedures in place designed to provide reasonable assurance that the vendor’s activities comply
in all material respects with the servicing criterion applicable to the vendor. Management is solely responsible for determining
that it meets the SEC requirements to apply Interpretation 17.06 for the vendor and related criterion.







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



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



2. The Company has assessed compliance with the Applicable Servicing
Criteria including the servicing criterion for which compliance is determined based on Interpretation 17.06 as described above.
In performing this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d)
of Item 1122 of Regulation AB.



3. Based on such assessment, as of and for the Period, the Company
has complied, in all material respects, with the Applicable Servicing Criteria 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                     |  | 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/ Troy L. Kilpatrick                          |  |                              | 
|Troy L. Kilpatrick                              |  |                              | 
|Authorized Signatory                            |  |                              | 



Dated:    February 28, 2013







Schedule A



Material Instances of Noncompliance by the Company



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: (B) Provide information calculated in accordance with the terms specified in the transaction agreements.



Noncompliance:

During the reporting period, certain reports to investors
contained information that was not calculated in accordance with the terms specified in the transaction agreements.



Remediation:

When management becomes aware that such changes are necessary,
the applicable investor reports are revised to reflect payment adjustments made and are maintained in accordance with the terms
specified in the transaction agreements.



1122(d)(3)(ii): Amounts due to investors are allocated and remitted
in accordance with time frames, distribution priority and other terms set forth in the transaction agreements.



Noncompliance:

With respect to certain remittances during the reporting
period, amounts due to investors were not allocated and remitted in accordance with the distribution priority and other terms set
forth in the transaction agreements.



Remediation:

When management becomes aware that such changes are necessary,
the applicable payments are adjusted and revisions are made to ensure that future payments will be allocated and remitted in accordance
with the distribution priority and other terms set forth in the transaction agreements.