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(Mark One)
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x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DELAWARE
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38-6992693
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(State or other jurisdiction of incorporation or organization of the Issuing Entity)
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(I.R.S. Employer
Identification No.)
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(A)
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Item 1. Business.
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(B)
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Item 1A. Risk Factors.
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(C)
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Item 2. Properties.
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(D)
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Item 3. Legal Proceedings.
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(E)
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Item 4. Mine Safety Disclosures.
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(A)
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Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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(B)
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Item 6. Selected Financial Data.
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(C)
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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(D)
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
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(E)
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Item 8. Financial Statements and Supplementary Data.
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(F)
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
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(G)
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Item 9A. Controls and Procedures.
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Item 9B.
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Other Information.
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(A)
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Item 10. Directors, Executive Officers and Corporate Governance.
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(B)
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Item 11. Executive Compensation.
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(C)
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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(D)
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Item 13. Certain Relationships and Related Transactions, and Director Independence.
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(E)
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Item 14. Principal Accountant Fees and Services.
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Item 15.
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Exhibits and Financial Statement Schedules.
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(a)(1)
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Not applicable.
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(a)(2)
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Not applicable.
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(a)(3)
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The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.
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(b)
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The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.
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(c)
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Not applicable.
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Exhibit No.
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3.1
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Certificate of Formation of Nissan Auto Leasing LLC II (“NALL II”) (incorporated by reference to Exhibit 3.1 of Form 10-K, dated June 28, 2012, and filed with the SEC on June 28, 2012, File No. 333-170956-02)
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3.2
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Limited Liability Company Agreement of NALL II (incorporated by reference to Exhibit 3.2 of Form 10-K, dated June 28, 2012, and filed with the SEC on June 28, 2012, File No. 333-170956-02)
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4.1
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Indenture, dated as of July 25, 2011, by and between the Issuing Entity, and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K, dated July 27, 2011, File No. 333-170956-02)
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10.1
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Agreement of Definitions, dated as of July 25, 2011, by and among the Issuing Entity, NILT Trust, as grantor and UTI Beneficiary, the Titling Trust, NMAC, in its individual capacity, as servicer and administrative agent, NALL II, NILT, Inc., as trustee, Wilmington Trust Company (“Wilmington Trust”), as owner trustee and Delaware trustee, U.S. Bank National Association (“U.S. Bank”), as trust agent, and Citibank, N.A. (“Citibank”), as Indenture Trustee and Secured Party (incorporated by reference to Exhibit 10.1 of Form 8-K, dated July 27, 2011, File No. 333-170956-02)
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10.2
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2011-A SUBI Supplement, dated as of July 25, 2011, by and among NILT Trust, as grantor and UTI Beneficiary, NMAC, as servicer, NILT, Inc., as trustee, Wilmington Trust, as Delaware trustee, and U.S. Bank, as trust agent (incorporated by reference to Exhibit 10.2 of Form 8-K, dated July 27, 2011, File No. 333-170956-02)
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10.3
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2011-A SUBI Servicing Supplement, dated as of July 25, 2011, by and among the Titling Trust, NILT Trust, as UTI beneficiary, and NMAC, as servicer (incorporated by reference to Exhibit 10.3 of Form 8-K, dated July 27, 2011, File No. 333-170956-02)
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10.4
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Amended and Restated Trust Agreement for the Issuing Entity, dated as of July 25, 2011, by and between NALL II, as transferor (the “Transferor”) and the Owner Trustee (incorporated by reference to Exhibit 10.4 of Form 8-K, dated July 27, 2011, File No. 333-170956-02)
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10.5
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Trust Administration Agreement, dated as of July 25, 2011, by and among the Issuing Entity, NMAC, as administrative agent, the Transferor, and the Indenture Trustee (incorporated by reference to Exhibit 10.5 of Form 8-K, dated July 27, 2011, File No. 333-170956-02)
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10.6
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Control Agreement, dated as of July 25, 2011, by and among the Issuing Entity, Citibank, as indenture trustee and secured party, and Citibank, as securities intermediary (incorporated by reference to Exhibit 10.6 of Form 8-K, dated July 27, 2011, File No. 333-170956-02)
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10.7
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SUBI Certificate Transfer Agreement, dated as of July 25, 2011, by and between NILT Trust, as transferor, and NALL II, as transferee (incorporated by reference to Exhibit 10.7 of Form 8-K, dated July 27, 2011, File No. 333-170956-02)
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10.8
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Trust SUBI Certificate Transfer Agreement, dated as of July 25, 2011, by and between NALL II, as transferor and the Issuing Entity, as transferee (incorporated by reference to Exhibit 10.8 of Form 8-K, dated July 27, 2011, File No. 333-170956-02)
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31.1
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Certification of Senior Officer in Charge of the Servicing Function of the Servicer Pursuant to Rule 15d-14(d)
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33.1
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Report on Assessment of Compliance With Applicable Servicing Criteria for Asset-Backed Securities of Nissan Motor Acceptance Corporation
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33.2
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Management’s Assertion on Compliance With Regulation AB (Citibank, N.A.)
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34.1
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Report of Independent Registered Public Accounting Firm (Ernst & Young LLP)
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34.2
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Report of Independent Registered Public Accounting Firm (KPMG LLP)
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35.1
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Servicer Compliance Statement of Nissan Motor Acceptance Corporation
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99.1
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Annual Servicer’s Certificate Provided by Nissan Motor Acceptance Corporation to Holders of Notes and Certificates
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1.
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Nissan Motor Acceptance Corporation (“NMAC”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ended March 31, 2013 (the “Reporting Period”). The transactions covered by this report include asset-backed securities transactions involving motor vehicle retail installment sale contracts and lease contracts included in public securitizations sponsored by NMAC starting in 2006 and serviced by NMAC and its subsidiaries (the "Platform");
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2.
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NMAC has engaged certain vendors (the “Vendors”) to perform specific, limited or scripted activities, and NMAC elects to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities and NMAC represents that such Vendors are not servicers as defined in paragraph (j) of Item 1101 of Regulation AB;
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3.
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Presented in Appendix A hereto are the servicing criteria (and portions thereof) impacted by the Vendors’ activities and for which NMAC is assuming responsibility;
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4.
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Except as set forth in paragraphs 5 and 6 below, NMAC used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess compliance with the applicable servicing criteria;
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5.
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NMAC has determined that criteria 1122(d)(1)(iii), (d)(1)(iv), (d)(2)(vi), (d)(4)(ix), (d)(4)(x) and (d)(4)(xv) are not applicable to NMAC based on the activities it performs, directly or through its Vendors or subsidiaries, with respect to the Platform;
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6.
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NMAC has determined that criteria 1122(d)(2)(ii) and (d)(3)(ii)-(iii) pertaining to the actual disbursement or remittance of funds to investors and criteria 1122(d)(2)(iv) and (d)(3)(iv) do not apply to NMAC since performing such activities in connection with these criteria are the responsibility of the applicable indenture trustee;
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7.
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NMAC has complied, in all material respects, with the applicable servicing criteria as of March 31, 2013 and for the Reporting Period with respect to the Platform taken as a whole, except for certain instances of non-compliance described in Appendix B hereto;
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8.
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NMAC has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of March 31, 2013 and for the Reporting Period with respect to the Platform taken as a whole;
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9.
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NMAC has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria as of March 31, 2013 and for the Reporting Period with respect to the Platform taken as a whole; and
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10.
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Ernst & Young LLP (“E&Y”), a registered public accounting firm, has issued an attestation report on NMAC’s assessment of compliance with the applicable servicing criteria for the Reporting Period.
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NISSAN MOTOR ACCEPTANCE CORPORATION
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By:
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/s/ Mark Kaczynski | |
Name: Mark Kaczynski | |||
Title: President and
Chief Executive Officer
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Reference
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Servicing Criteria
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Cash Collection and Administration
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1122(d)(2)(i)
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Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.
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1122(d)(2)(vii)
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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 are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) 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.
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Pool Asset Administration
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1122(d)(4)(i)
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Collateral or security on pool assets is maintained as required by the transaction agreements or related mortgage loan documents.
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1122(d)(4)(ii)
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Pool asset and related documents are safeguarded as required by the transaction agreements.
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Reference
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Servicing Criteria
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1122(d)(2)(vii)
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“[…] Reconciliations shall be prepared by the Servicer on a monthly basis for the Collection Account, the Reserve Account and the Principal Distribution Account... Such reconciliations shall be reviewed and approved by someone other than the person who prepared the reconciliation. […]”
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Discussion of Non-Compliance
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The accounts for two of the lease asset-backed securities transactions included in the Platform were not included on the list of reconciliations to be reviewed and approved by a manager in the related department. NMAC has since confirmed that the reconciliations were correct and that the securityholders were not impacted. NMAC has implemented process changes to ensure that the lapse does not reoccur going forward.
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·
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The Company’s management is responsible for assessing the Company’s compliance with the Applicable Servicing Criteria.
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·
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The Company’s management has assessed the Company’s compliance with the Applicable Servicing Criteria. 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.
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·
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Based on such assessment, the Company has complied, in all material respects, with the Applicable Servicing Criteria.
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