**Exhibit 33.2**

 

 

ASSESSMENT OF COMPLIANCE WITH

APPLICABLE SERVICING CRITERIA

 

Management of 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”) is responsible for assessing the servicing criteria set forth 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 (including transactions subject to Regulation AB by contractual obligation) 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:  As of and for the twelve months ended December 31, 2016 (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.  The Company’s management has determined that this vendor is not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Company’s 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 200.06, Vendors Engaged by Servicers* (C&DI 200.06). The Company’s 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.  The Company’s management is solely responsible for determining that it meets the SEC requirements to apply C&DI 200.06 for the vendor and related criterion.

 

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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’s management is responsible for assessing its compliance with the Applicable Servicing Criteria.

 

2.  The Company’s management has assessed compliance with the Applicable Servicing Criteria including the servicing criterion for which compliance is determined based on C&DI 200.06 as described above.  In making 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)(4)(iii), 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 Assessment of Compliance with the Applicable Servicing Criteria as of and for the Period.

 

2

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| 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 28, 2017

 

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APPENDIX 1

 
| ** **                  | ** ** | ** **                                                                                                                                                                                                                                                              | ** ** | **APPLICABLE TO PLATFORM**                   | ** ** | ** **                                                                                                         |
|-----------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------|
| **REG AB   REFERENCE** | ** ** | **SERVICING CRITERIA**                                                                                                                                                                                                                                             | ** ** | **Performed Directly   by the Company** | ** ** | **Performed by   Vendor(s) for which   the Company is the   Responsible Party** | ** ** | **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 |
|                        |       |                                                                                                                                                                                                                                                                    |       |                                                   |       |                                                                                                               |   |   |
| 1122(d)(1)(v)               |       | Aggregation of information, as applicable, is   mathematically accurate and the information conveyed accurately reflects the   information.                                                                                                                             |       |                                                   |       |                                                                                                               |   | 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                                                      |       |                                                                                                               |   |   |

 

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| ** **                  | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ** ** | **APPLICABLE TO PLATFORM**                   | ** ** | ** **                                                                                                         |
|-----------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------|
| **REG AB   REFERENCE** | ** ** | **SERVICING CRITERIA**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ** ** | **Performed Directly   by the Company** | ** ** | **Performed by   Vendor(s) for which   the Company is the   Responsible Party** | ** ** | **NOT APPLICABLE   TO PLATFORM** |
| ** **                  | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ** ** | ** **                                             | ** ** | ** **                                                                                                         | ** ** | ** ** |
| 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                                                                                                                  |   |   |
|                        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |       |                                                   |       |                                                                                                               |   |   |
| 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                                                      |       |                                                                                                               |   |   |

 

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| ** **                  | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | ** ** | **APPLICABLE TO PLATFORM**                   | ** ** | ** **                                                                                                         |
|-----------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------|
| **REG AB   REFERENCE** | ** ** | **SERVICING CRITERIA**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | ** ** | **Performed Directly   by the Company** | ** ** | **Performed by   Vendor(s) for which   the Company is the   Responsible Party** | ** ** | **NOT APPLICABLE   TO PLATFORM** |
| ** **                  | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | ** ** | ** **                                             | ** ** | ** **                                                                                                         | ** ** | ** ** |
|                        |       | **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                                                      |       |                                                                                                               |   |   |
|                        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |       |                                                   |       |                                                                                                               |   |   |
| 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.                                                                                                                                                                                                                                                          |       |                                                   |       |                                                                                                               |   | X |
|                        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |       |                                                   |       |                                                                                                               |   |   |
| 1122(d)(4)(vii)             |       | Loss mitigation or recovery actions (e.g., forbearance   plans, modifications and deeds in lieu of foreclosure, foreclosures and   repossessions, as applicable) are initiated, conducted and concluded in   accordance with the timeframes or other requirements established by the   transaction agreements.                                                                                                                                                                                                                  |       |                                                   |       |                                                                                                               |   | X |
|                        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |       |                                                   |       |                                                                                                               |   |   |
| 1122(d)(4)(viii)            |       | Records documenting collection efforts are   maintained during the period a pool asset is delinquent in accordance with   the transaction agreements. Such records are maintained on at least a monthly   basis, or such other period specified in the transaction agreements, and   describe the entity’s activities in monitoring delinquent pool assets   including, for example, phone calls, letters and payment rescheduling plans   in cases where delinquency is deemed temporary (e.g., illness or unemployment). |       |                                                   |       |                                                                                                               |   | X |
|                        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |       |                                                   |       |                                                                                                               |   |   |
| 1122(d)(4)(ix)              |       | Adjustments to interest rates or rates of return for   pool assets with variable rates are computed based on the related pool asset   documents.                                                                                                                                                                                                                                                                                                                                                                                |       | X                                                      |       |                                                                                                               |   |   |

 

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| ** **                  | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ** ** | **APPLICABLE TO PLATFORM**                   | ** ** | ** **                                                                                                         |
|-----------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------|
| **REG AB   REFERENCE** | ** ** | **SERVICING CRITERIA**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ** ** | **Performed Directly   by the Company** | ** ** | **Performed by   Vendor(s) for which   the Company is the   Responsible Party** | ** ** | **NOT APPLICABLE   TO PLATFORM** |
| ** **                  | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ** ** | ** **                                             | ** ** | ** **                                                                                                         | ** ** | ** ** |
| 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. |       |                                                   |       |                                                                                                               |   | 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 this   Regulation AB, is maintained as set forth in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                       |       | X                                                      |       |                                                                                                               |   |   |

 

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