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 Company’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission.  The Company’s 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:  The twelve months ended December 31, 2017 (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) the Company’s 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 servicing 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:

 

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1.  The Company’s management is responsible for assessing the Company’s 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 as of and for the Period.  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 servicing criterion 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 other than as identified on Schedule A attached.

 

5.  Schedule B attached includes Management’s Discussion of Material Instances of Noncompliance by the Company noted in Schedule A, including remediation efforts taken by the Company.

 

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

 

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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:     March 1, 2018

 

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Schedule A

 

**Material Instances of Noncompliance by the Company**

 

 

Management’s Assessment of Compliance with Applicable Servicing Criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB as of and for the Period, disclosed that material instances of noncompliance occurred with respect to the servicing criterion set forth in Item 1122(d)(3)(i)(A) as follows: Certain reports to investors were not prepared in accordance with the timeframes set forth in the transaction agreements.

 

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Schedule B

 

**Management’s Discussion of Material Instances of Noncompliance by the Company**

 

 

1122(d)(3)(i)(A): *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 are prepared in accordance with timeframes and other terms set forth in the transaction agreements.*

 

1122(d)(3)(i)(A):

 

Noncompliance:

During the Period, certain reports to investors were not prepared in accordance with the timeframes set forth in the transaction agreements. These reports contain the information that is also reported on the EDGAR on Form 10-D Distribution Statement.

 

Remediation:

The above finding relates to reports sent to the registered holders of some resecuritization and repackage transactions. These reports were delivered outside the timeframe set forth in the transaction agreements. Management has enhanced controls in order to better ensure reports are delivered timely to investors. Reports filed on EDGAR on Form 10-D were filed timely and as required.

 

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APPENDIX 1

 

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

 
|            | **General servicing   considerations**                                                                                                                                                                                                                                  |   |   |   |
|-----------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|
| 1122(d)(1)(i)   | Policies and procedures are instituted   to monitor any performance or other triggers and events of default in   accordance with the transaction agreements.                                                                                                            | X      |   |   |
| 1122(d)(1)(ii)  | If any material servicing activities are   outsourced to third parties, policies and procedures are instituted to   monitor the third party’s performance and compliance with such servicing   activities.                                                         | X      |   |   |
| 1122(d)(1)(iii) | Any requirements in the transaction agreements   to maintain a back-up servicer for the pool assets are maintained.                                                                                                                                                     |   |   | 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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|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                   |                         |       |
|-----------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------|------------------------------|------------|
| REG AB   REFERENCE                      | SERVICING CRITERIA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | APPLICABLE TO PLATFORM | NOT APPLICABLE   TO PLATFORM |
| **Performed Directly   by the Company** | **Performed by   Vendor(s) for which   the Company is the   Responsible Party**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 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                      |                         |       |
|                                    | **Pool asset   administration**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                   |                         |       |

 

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