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.

 

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| The Bank of New York Mellon       |   | BNY Mellon Trust of Delaware |
|-----------------------------------|--------|------------------------------|
|                              |   |                         |
|                              |   |                         |
|                              |   |                         |
| /s/ Richard P. Stanley            |   | /s/ Robert Griffin           |
| Richard P. Stanley                |   | Robert L. Griffin            |
| Authorized Signatory              |   | Authorized Signatory         |
|                              |   |                         |
|                              |   |                         |
|                              |   |                         |
|                              |   |                         |
|                              |   |                         |
|                              |   |                         |
| The Bank of New York Mellon Trust |   |                         |
| Company, N.A.                     |   |                         |
|                              |   |                         |
|                              |   |                         |
|                              |   |                         |
| /s/ A. Portuondo                  |   |                         |
| Antonio I. Portuondo              |   |                         |
| Authorized Signatory              |   |                         |

 

 

 

 

 

 

Dated:  February 27, 2015

 

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APPENDIX 1

 
| ** **                                         | ** **                                                                                                                                                                                                                                                              | **Applicable to Platform**                | ** **                                                                                                   |
|----------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------|--------------------------------------------------------------------------------------------------------------|
| **Regulation 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 |
| **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                                                   |                                                                                                         |   |

 

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| ** **                                     | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | **Applicable to Platform**                | ** **                                                                                                   |
|------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------|--------------------------------------------------------------------------------------------------------------|
| **Regulation 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)(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                                                                                                            |   |
| 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                                                   |                                                                                                         |   |

 

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| ** **                                     | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | **Applicable to Platform**                | ** **                                                                                                   |
|------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------|--------------------------------------------------------------------------------------------------------------|
| **Regulation 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** |
| **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                                                   |                                                                                                         |   |

 

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| ** **                                     | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                 | **Applicable to Platform**                | ** **                                                                                                   |
|------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------|--------------------------------------------------------------------------------------------------------------|
| **Regulation 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)(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                                                   |                                                                                                         |   |

 

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| ** **                                     | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | **Applicable to Platform**                | ** **                                                                                                   |
|------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------|--------------------------------------------------------------------------------------------------------------|
| **Regulation 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)(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                                                   |                                                                                                         |   |
| 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 |

 

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| ** **                                     | ** **                                                                                                                                                                                                                                                                                                                                                                                                | **Applicable to Platform**                | ** **                                                                                                   |
|------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------|--------------------------------------------------------------------------------------------------------------|
| **Regulation 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)(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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