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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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38-7027828
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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. 333-170956-04)
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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. 333-170956-04)
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4.1
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Indenture, dated as of March 21, 2012, by and between the Issuing Entity, and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K, dated March 21, 2012, File No. 333-170956-04)
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10.1
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Agreement of Definitions, dated as of March 21, 2012, 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, National Association, as owner trustee, Wilmington Trust Company (“WTC”), as Delaware trustee, and U.S. Bank National Association (“U.S. Bank”), as trust agent and Indenture Trustee (incorporated by reference to Exhibit 10.1 of Form 8-K, dated March 21, 2012, File No. 333-170956-04)
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10.2
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2012-A SUBI Supplement, dated as of March 21, 2012, by and among NILT Trust, as grantor and UTI Beneficiary, NMAC, as servicer, NILT, Inc., as trustee, WTC, as Delaware trustee, and U.S. Bank, as trust agent (incorporated by reference to Exhibit 10.2 of Form 8-K, dated March 21, 2012, File No. 333-170956-04)
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10.3
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2012-A SUBI Servicing Supplement, dated as of March 21, 2012, 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 March 21, 2012, File No. 333-170956-04)
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10.4
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Amended and Restated Trust Agreement for the Issuing Entity, dated as of March 21, 2012, 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 March 21, 2012, File No. 333-170956-04)
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10.5
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Trust Administration Agreement, dated as of March 21, 2012, 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 March 21, 2012, File No. 333-170956-04)
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10.6
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Control Agreement, dated as of March 21, 2012, by and among the Issuing Entity, U.S. Bank, as indenture trustee and secured party, and U.S. Bank, as securities intermediary (incorporated by reference to Exhibit 10.6 of Form 8-K, dated March 21, 2012, File No. 333-170956-04)
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10.7
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SUBI Certificate Transfer Agreement, dated as of March 21, 2012, by and between NILT Trust, as transferor, and NALL II, as transferee (incorporated by reference to Exhibit 10.7 of Form 8-K, dated March 21, 2012, File No. 333-170956-04)
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10.8
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Trust SUBI Certificate Transfer Agreement, dated as of March 21, 2012, 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 March 21, 2012, File No. 333-170956-04)
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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 (U.S. Bank National Association)
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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 (Ernst & Young 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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1.
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U.S. Bank is responsible for assessing its compliance with the servicing criteria applicable to it as noted on the accompanying Exhibit A;
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2.
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Except as set forth in paragraph 3 below, U.S. Bank used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess its compliance with the applicable servicing criteria;
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3.
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The criteria listed in the column titled “Inapplicable Servicing Criteria” on Exhibit A hereto are inapplicable to U.S. Bank based on the activities it performs directly with respect to the Platform.
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4.
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U.S. Bank has complied, in all material respects, with the applicable servicing criteria as of March 31, 2013 and for the period from April 1, 2012 through March 31, 2013.
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5.
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Ernst & Young, LLP, a registered public accounting firm, has issued an attestation report on U.S. Bank’s assessment of compliance with the applicable servicing criteria as of March 31, 2013 and for the period from April 1, 2012 through March 31, 2013.
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Reference
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Servicing Criteria
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Applicable Servicing Criteria
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Inapplicable Servicing Criteria
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General Servicing Considerations
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1122(d)(1)(i)
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Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
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X
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1122(d)(1)(ii)
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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.
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X
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1122(d)(1)(iii)
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Any requirements in the transaction agreements to maintain a back-up servicer for the Pool Assets are maintained.
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X
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1122(d)(1)(iv)
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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.
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X
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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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X
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1122(d)(2)(ii)
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Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
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X
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1122(d)(2)(iii)
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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.
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X
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1122(d)(2)(iv)
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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.
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X
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1122(d)(2)(v)
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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 13k-1(b)(1) of the Securities Exchange Act.
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X
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1122(d)(2)(vi)
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Unissued checks are safeguarded so as to prevent unauthorized access.
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X
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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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X
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Reference
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Servicing Criteria
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Applicable Servicing Criteria
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Inapplicable Servicing Criteria
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Investor Remittances and Reporting
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1122(d)(3)(i)
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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.
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X
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1122(d)(3)(ii)
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Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
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X
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1122(d)(3)(iii)
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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.
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X
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1122(d)(3)(iv)
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Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
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X
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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 pool asset documents.
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X
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1122(d)(4)(ii)
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Pool assets and related documents are safeguarded as required by the transaction agreements.
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X
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1122(d)(4)(iii)
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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.
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X
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1122(d)(4)(iv)
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Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the 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.
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X
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1122(d)(4)(v)
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The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
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X
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1122(d)(4)(vi)
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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.
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X
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1122(d)(4)(vii)
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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.
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X
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Reference
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Servicing Criteria
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Applicable Servicing Criteria
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Inapplicable Servicing Criteria
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1122(d)(4)(viii)
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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).
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X
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1122(d)(4)(ix)
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Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.
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X
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1122(d)(4)(x)
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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 assets, or such other number of days specified in the transaction agreements.
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X
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1122(d)(4)(xi)
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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.
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X
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1122(d)(4)(xii)
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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.
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X
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1122(d)(4)(xiii)
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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.
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X
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1122(d)(4)(xiv)
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Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
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X
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1122(d)(4)(xv)
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Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.
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X
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