0001193125-18-209798.txt : 20180629 0001193125-18-209798.hdr.sgml : 20180629 20180629163909 ACCESSION NUMBER: 0001193125-18-209798 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20180331 0001129068 0001540639 FILED AS OF DATE: 20180629 DATE AS OF CHANGE: 20180629 ABS ASSET CLASS: Auto loans FILER: COMPANY DATA: COMPANY CONFORMED NAME: Nissan Auto Receivables 2017-C Owner Trust CENTRAL INDEX KEY: 0001723370 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-208544-06 FILM NUMBER: 18929753 BUSINESS ADDRESS: STREET 1: ONE NISSAN WAY, ROOM 5-124 CITY: FRANKLIN STATE: TN ZIP: 37067 BUSINESS PHONE: 6157251121 MAIL ADDRESS: STREET 1: ONE NISSAN WAY, ROOM 5-124 CITY: FRANKLIN STATE: TN ZIP: 37067 10-K 1 d761597d10k.htm 10-K 10-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-K

 

 

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2018

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

333-208544-06

(Commission file number of Issuing Entity)

 

 

NISSAN AUTO RECEIVABLES 2017-C OWNER TRUST

(Exact name of issuing entity specified in its charter)

Central Index Key Number of issuing entity: 0001723370

333-208544

(Commission file number of Depositor)

NISSAN AUTO RECEIVABLES CORPORATION II

(Exact name of depositor as specified in its charter)

Central Index Key Number of depositor: 0001129068

NISSAN MOTOR ACCEPTANCE CORPORATION

(Exact name of sponsor as specified in its charter)

Central Index Key Number of sponsor: 0001540639

 

 

 

DELAWARE   38-7195838

(State or other jurisdiction of incorporation

or organization of the Issuing Entity)

 

(I.R.S. Employer

Identification No.)

 

One Nissan Way, Franklin, Tennessee   37067
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (615) 725-1121

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large Accelerated Filer:      Accelerated Filer:  
Non-Accelerated Filer:   ☒  (Do not check if a smaller reporting company)    Smaller reporting company:  
     Emerging growth company:  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. Not applicable.

Registrant has no common equity outstanding held by non-affiliates.

 

 

 


PART I

The following items have been omitted in accordance with General Instructions J(1) to Form 10-K:

 

(A) Item 1. Business.

 

(B) Item 1A. Risk Factors.

 

(C) Item 2. Properties.

 

1


(D) Item 3. Legal Proceedings.

Item 1B. Unresolved Staff Comments.

Nothing to report.

Item 4. Mine Safety Disclosures.

Nothing to report.

PART II

The following items have been omitted in accordance with General Instructions J(1) to Form 10-K:

 

(A) Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

(B) Item 6. Selected Financial Data.

 

(C) Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

(D) Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 

(E) Item 8. Financial Statements and Supplementary Data.

 

(F) Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

(G) Item 9A. Controls and Procedures.

Item 9B. Other Information.

Nothing to report.

PART III

The following items have been omitted in accordance with General Instructions J(1) to Form 10-K:

 

(A) Item 10. Directors, Executive Officers and Corporate Governance.

 

(B) Item 11. Executive Compensation.

 

(C) Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

(D) Item 13. Certain Relationships and Related Transactions, and Director Independence.

 

(E) Item 14. Principal Accountant Fees and Services.

 

2


PART IV

Item 15. Exhibits and Financial Statement Schedules.

 

  (a)(1) Not applicable.

 

  (a)(2) Not applicable.

 

  (a)(3) The exhibits filed in response to Item 601 of Regulation S-K are listed in Item 15(b) below.

 

  (b) The exhibits filed in response to Item 601 of Regulation S-K.

The following exhibits are filed as part of this annual report or, where indicated, were heretofore filed and are hereby incorporated by reference.

 

Exhibit No.

    
  3.1    Amended and Restated Certificate of Incorporation of Nissan Auto Receivables Corporation II (“NARC II”) (incorporated by reference to Exhibit 3.1 of Form SF-3, dated December 14, 2015, and filed by NARC II, as depositor (the “Depositor”) with the SEC on December 14, 2015, File No. 333-208544)
  3.2    Bylaws of NARC II (incorporated by reference to Exhibit 3.2 of Form SF-3, dated December  14, 2015, and filed by the Depositor with the SEC on December 14, 2015, File No. 333-208544)
  4.1    Indenture, dated as of December  13, 2017, by and between the Issuing Entity and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”) (incorporated by reference to Exhibit 4.1 of Form 8-K, dated December 18, 2017, File No. 333-208544-06)
10.1    Purchase Agreement, dated as of December  13, 2017, by and between NARC II, as purchaser, and Nissan Motor Acceptance Corporation (“NMAC”), as seller (incorporated by reference to Exhibit 10.1 of Form 8-K, dated December 18, 2017, File No. 333-208544-06)
10.2    Sale and Servicing Agreement, dated as of December  13, 2017, by and among the Issuing Entity, NARC II, as seller, and NMAC, as servicer (incorporated by reference to Exhibit 10.2 of Form 8-K, dated December 18, 2017, File No. 333-208544-06)
10.3    Administration Agreement, dated as of December  13, 2017, by and among the Issuing Entity, NMAC, as administrator, the Indenture Trustee and Wilmington Trust, National Association, as owner trustee (the “Owner Trustee”) (incorporated by reference to Exhibit 10.3 of Form 8-K, dated December 18, 2017, File No. 333-208544-06)
10.4    Asset Representations Review Agreement, dated as of December  13, 2017, by and among the Issuing Entity, NMAC, as sponsor and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer (incorporated by reference to Exhibit 10.4 of Form 8-K, dated December 18, 2017, File No. 333-208544-06)
10.5    Amended and Restated Trust Agreement, dated as of December  13, 2017, by and between the Depositor and the Owner Trustee (incorporated by reference to Exhibit 10.5 of Form 8-K, dated December 18, 2017, File No. 333-208544-06)
10.6    Amendment to Sale and Servicing Agreements, dated as of March  27, 2018, between NARC II, as seller, and NMAC, as servicer (incorporated by reference to Exhibit 10.2 of Form 10-D, dated March 29, 2018, File No. 333-208544-06)
31.1    Certification of Senior Officer in Charge of the Servicing Function of the Servicer Pursuant to Rule 15d-14(d)
33.1    Report on Assessment of Compliance With Applicable Servicing Criteria for Asset-Backed Securities of Nissan Motor Acceptance Corporation
33.2    Management’s Assertion on Compliance With Regulation AB (U.S. Bank National Association)
34.1    Report of Independent Registered Public Accounting Firm (Ernst & Young LLP)
34.2    Report of Independent Registered Public Accounting Firm (Ernst & Young LLP)
35.1    Servicer Compliance Statement of Nissan Motor Acceptance Corporation

 

  (c) Not applicable.

Item 16. Form 10-K Summary.

Not applicable.

SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE

WITH GENERAL INSTRUCTION J(2) TO FORM 10-K:

Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets.

Nothing to report.

Items 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments.

Nothing to report.

Items 1115(b) of Regulation AB. Certain Derivatives Instruments.

Nothing to report.

Item 1117 of Regulation AB. Legal Proceedings.

The Indenture Trustee, U.S. Bank, National Association, has provided the information contained in the following three paragraphs for purposes of compliance with Regulation AB.

Since 2014 various plaintiffs or groups of plaintiffs, primarily investors, have filed claims against U.S. Bank National Association (“U.S. Bank”), in its capacity as trustee or successor trustee (as the case may be) under certain residential mortgage backed securities (“RMBS”) trusts. The plaintiffs or plaintiff groups have filed substantially similar complaints against other RMBS trustees, including Deutsche Bank, Citibank, HSBC, Bank of New York Mellon and Wells Fargo. The complaints against U.S. Bank allege the trustee caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers for these RMBS trusts and assert causes of action based upon the trustee’s purported failure to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties concerning loan quality. The complaints also assert that the trustee failed to notify securityholders of purported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and that the trustee purportedly failed to abide by a heightened standard of care following alleged events of default.

 

3


Currently U.S. Bank is a defendant in multiple actions alleging individual or class action claims against the trustee with respect to multiple trusts as described above with the most substantial case being: BlackRock Balanced Capital Portfolio et al v. U.S. Bank National Association, No. 605204/2015 (N.Y. Sup. Ct.) (class action alleging claims with respect to approximately 770 trusts) and its companion case BlackRock Core Bond Portfolio et al v. U.S Bank National Association, No. 14-cv-9401 (S.D.N.Y.). Some of the trusts implicated in the aforementioned Blackrock cases, as well as other trusts, are involved in actions brought by separate groups of plaintiffs related to no more than 100 trusts per case.

U.S. Bank cannot assure you as to the outcome of any of the litigation, or the possible impact of these litigations on the trustee or the RMBS trusts. However, U.S. Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors and that it has meritorious defenses, and it intends to contest the plaintiffs’ claims vigorously.

Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.

Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.

Item 1122 of Regulation AB. Compliance with applicable Servicing Criteria.

Nissan Motor Acceptance Corporation (the “Servicer”) and the Indenture Trustee (collectively, the “Servicing Parties”) have each been identified by the registrant as parties participating in the servicing function with respect to the asset pool held by the Issuing Entity. Each of the Servicing Parties has completed a report on an assessment of compliance with the servicing criteria set forth in paragraph (d) of Item 1122 of Regulation AB applicable to it (each, a “Servicing Assessment Report”), which Servicing Assessment Reports are attached as exhibits to this Form 10-K. In addition, each of the Servicing Parties has provided an attestation report (each, an “Attestation Report”) by a registered public accounting firm, which Attestation Reports are also attached as exhibits to this Form 10-K.

The Servicing Assessment Report and the related Attestation Report completed with respect to the Indenture Trustee do not identify any material instance of noncompliance with the servicing criteria applicable to the Indenture Trustee.

The Servicing Assessment Report for the Servicer and the related Attestation Report have identified a material instance of noncompliance related to the servicing criterion set forth in Item 1122(d)(4)(vi)—changes with respect to the terms or status of an obligor’s pool asset (e.g., loan modifications or re-agings) were not made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. This material instance of noncompliance may relate to the receivables underlying the asset-backed securities covered in this Form 10-K and issued by the Issuer.

Under the transaction agreements for retail and lease asset-backed securities in transactions included in the assessed retail and lease contract servicing platform (the “Platform”), extensions of receivables and lease contracts are required to be made in accordance with the Servicer’s customary servicing practices. Certain extensions for receivables and lease contracts were not approved by an employee of the Servicer with the appropriate level of authority and certain receivables and lease contracts received duplicate extensions on the same day due to the processing of duplicate service requests, in each case, not in accordance with the Servicer’s customary servicing practices.

 

4


The Servicer has corrected internal procedures to ensure that all extensions are made in accordance with the Servicer’s customary servicing practices as specified in the transaction agreements. The Servicer has concluded that the identified material instance of non-compliance did not result in any material adverse effect on noteholders or change the amount or timing of payments to noteholders.

Item 1123 of Regulation AB. Servicer Compliance Statement.

The Servicer has provided a statement of compliance for the reporting period, signed by an authorized officer. The Compliance Statement is attached as an exhibit to this Form 10-K.

Supplemental information to be furnished with Reports Filed Pursuant to Section 15(d) of the Act by Registrants which have not Registered Securities Pursuant to Section 12 of the Act.

No annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to securityholders, and the registrant does not presently contemplate sending any such materials subsequent to the filing of this annual report on Form 10-K.

 

5


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

NISSAN AUTO RECEIVABLES 2017-C OWNER TRUST

By: Nissan Motor Acceptance Corporation, Servicer

  By:   /s/ Kevin J. Cullum
    Kevin J. Cullum
   

President and Chief Executive Officer

(senior officer in charge of servicing

function)

Date: June 29, 2018

 

6

EX-31.1 2 d761597dex311.htm EX-31.1 EX-31.1

Exhibit 31.1

Certification of Senior Officer in Charge of the Servicing Function

of the Servicer Pursuant to Rule 15d-14(d)

CERTIFICATION

I, Kevin J. Cullum, certify that:

1. I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of Nissan Auto Receivables 2017-C Owner Trust (the “Exchange Act periodic reports”);

2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;

4. I am responsible for reviewing the activities performed by the servicer and based on my knowledge and the compliance review conducted in preparing the servicer compliance statement required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicer has fulfilled its obligations under the servicing agreement in all material respects; and

5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated party: U.S. Bank National Association

Date: June 26, 2018

 

By:   /s/ Kevin J. Cullum

Kevin J. Cullum

President and Chief Executive Officer of

Nissan Motor Acceptance Corporation

(senior officer in charge of the servicing function)

EX-33.1 3 d761597dex331.htm EX-33.1 EX-33.1

Exhibit 33.1

Report on Assessment of Compliance With Applicable Servicing Criteria

for Asset-Backed Securities of Nissan Motor Acceptance Corporation

Report on Assessment of Compliance with Applicable Servicing Criteria

 

1. 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, 2018 (the “Reporting Period”). The transactions covered by this report include registered asset-backed securities sponsored by NMAC involving securitization of motor vehicle retail installment sale contracts and lease contracts serviced by NMAC (the “Platform”);

 

2. NMAC has engaged certain vendors (the “Vendors”) to perform specific, limited or prescribed 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;

 

3. Presented in Appendix A hereto are the servicing criteria (and portions thereof) impacted by the Vendors’ activities and for which NMAC is assuming responsibility;

 

4. 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;

 

5. NMAC has determined that criteria 1122(d)(1)(iii), (d)(1)(iv), (d)(2)(vi), (d)(4)(ix), (d)(4)(x), (d)(4)(xi), (d)(4)(xii), (d)(4)(xiii) 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;

 

6. 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;

 

7. Other than as described in the next sentence, NMAC has complied, in all material respects, with the applicable servicing criteria as of March 31, 2018 and for the Reporting Period with respect to the Platform taken as a whole. With respect to the servicing criterion set forth in Item 1122(d)(4)(vi), extensions were not made, reviewed and approved as specified by authorized personnel in accordance with company policy, for certain transactions within the Platform, as described in Appendix B hereto;

 

8. 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, 2018 and for the Reporting Period with respect to the Platform taken as a whole;

 

9. 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, 2018 and for the Reporting Period with respect to the Platform taken as a whole; and


10. 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.

June 26, 2018

 

NISSAN MOTOR ACCEPTANCE CORPORATION
By:   /s/ Kevin J. Cullum
  Name: Kevin J. Cullum
  Title: President and Chief Executive Officer


APPENDIX A

 

Reference

  

Servicing Criteria

   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.

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 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.
   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.

1122(d)(4)(ii)

   Pool assets and related documents are safeguarded as required by the transaction agreements.

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.

1122(d)(4)(xiv)

   Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.


APPENDIX B

 

Reference

  

Servicing Criteria

Material Non-Compliance

1122 (d)(4)(vi)

   Changes with respect to the terms or status of an obligor’s pool asset (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.

Discussion of Non-Compliance

Under the transaction agreements for retail and lease asset-backed securities in transactions included in the assessed retail and lease contract servicing platform (the “Platform”), extensions of receivables and lease contracts are required to be made in accordance with NMAC’s customary servicing practices. Certain extensions for receivables and lease contracts were not approved by an employee of NMAC with the appropriate level of authority and certain receivables and lease contracts received duplicate extensions on the same day due to the processing of duplicate service requests, in each case, not in accordance with NMAC’s customary servicing practices.

 

NMAC has corrected internal procedures to ensure that all extensions are made in accordance with NMAC’s customary servicing practices as specified in the transaction agreements. NMAC has concluded that the identified material instance of non-compliance did not result in any material adverse effect on noteholders or change the amount or timing of payments to noteholders.

EX-33.2 4 d761597dex332.htm EX-33.2 EX-33.2

Exhibit 33.2

Management’s Assertion on Compliance with Regulation AB

(U.S. Bank National Association)

Management’s Assertion

Report on Assessment of Compliance with Applicable Servicing Criteria

U.S. Bank National Association (“U.S. Bank”) is responsible for assessing compliance as of and for the year ended March 31, 2018 with the servicing criteria set forth in Item 1122 (d) of Regulation AB applicable to it as set forth on Exhibit A hereto. This report covers asset backed securities transactions within the U.S. Bank Corporate Trust Asset Backed Securities Platform1 (the “Platform”)

U.S. Bank hereby provides the following report on its assessment of compliance with the servicing criteria set forth in Item 1122 of Regulation AB applicable to it and as described on Exhibit A hereto:

 

  1. U.S. Bank is responsible for assessing its compliance with the servicing criteria applicable to it as noted on the accompanying Exhibit A;

 

  2. 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;

 

  3. 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;

 

  4. U.S. Bank has complied, in all material respects, with the applicable servicing criteria as of and for the year ended March 31, 2018; and

 

  5. 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 and for the year ended March 31, 2018.

 

U.S. BANK NATIONAL ASSOCIATION
  /s/ Joseph Giordano

Name: Joseph Giordano

Title: Executive Vice President

Date: May 31, 2018

 

1  The U.S. Bank Corporate Trust Asset-Backed Securities Platform (the “Platform”) consists of the activities involved in the performance of servicing functions for which the Company provides trustee, securities administration, registrar and paying agent services for (i) publicly issued asset-backed and mortgage-backed securities transactions the securities of which were offered on or after January 1, 2006 and (ii) certain asset-backed transactions for which the Issuer has voluntarily elected to make Regulation AB compliant filings under the Securities Exchange Act of 1934, as amended.


EXHIBIT A to Management’s Assertion

 

Reference

  

Servicing Criteria

   Applicable
Servicing
Criteria
     Inapplicable
Servicing
Criteria
 
  

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 following 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     

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 13k-1(b)(1) of the Securities Exchange Act.         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 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.         X  


Reference

  

Servicing Criteria

   Applicable
Servicing
Criteria
     Inapplicable
Servicing
Criteria
 
  

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 assets 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 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  


Reference

  

Servicing Criteria

   Applicable
Servicing
Criteria
   Inapplicable
Servicing
Criteria

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 assets, 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 Regulation AB, is maintained as set forth in the transaction agreements.       X
EX-34.1 5 d761597dex341.htm EX-34.1 EX-34.1

Exhibit 34.1

Report of Independent Registered Public Accounting Firm (Ernst & Young LLP)

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholder

Nissan Motor Acceptance Corporation

We have examined management’s assertion, included in the accompanying Report on Assessment of Compliance With Applicable Servicing Criteria, that Nissan Motor Acceptance Corporation (the Company) complied with the servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission’s Regulation AB for registered asset-backed securities sponsored by the Company involving securitization of motor vehicle retail installment sale contracts and lease contracts serviced by the Company (the “Platform”), except for the instance of material noncompliance described therein, as of and for the year ended March 31, 2018, and except for Items 1122 (d)(1)(iii), 1122 (d)(1)(iv), 1122 (d)(2)(iv), 1122 (d)(2)(vi), 1122 (d)(3)(iv), 1122 (d)(4)(ix), 1122 (d)(4)(x), 1122 (d)(4)(xi), 1122 (d)(4)(xii), 1122 (d)(4)(xiii), 1122 (d)(4)(xv) and the following servicing criteria as they pertain to the actual disbursement or remittance of funds to investors: 1122(d)(2)(ii), 1122(d)(3)(ii) and 1122(d)(3)(iii), which the Company has determined are not applicable to the activities performed by it with respect to the Platform covered by this report. Appendix A identifies the individual asset-backed transactions defined by management as constituting the Platform. Management is responsible for the Company’s compliance with the servicing criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the servicing criteria based on our examination. Our examination disclosed the following material instance of noncompliance with servicing criteria 1122 (d)(4)(vi) applicable to the Company during the year ended March 31, 2018. With respect to servicing criteria (d)(4)(vi), extensions were not made, reviewed and approved as specified in the transaction agreements for certain transactions within the Platform.

Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, and the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual asset-backed transactions and securities that comprise the Platform, testing of less than all of the servicing activities related to the Platform and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria and as permitted by Regulation AB Compliance and Disclosure Interpretations of the SEC’s Division of Corporation Finance, Section 200.06, “Vendors Engaged by Servicers” (C&DI 200.06). Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that the evidence we obtained is sufficient and appropriate to provide a reasonable basis for our opinion.


Our examination disclosed the following material instance of noncompliance with servicing criteria 1122 (d)(4)(vi) applicable to the Company during the year ended March 31, 2018. With respect to servicing criteria (d)(4)(vi), extensions were not made, reviewed and approved as specified in the transaction agreements for certain transactions within the Platform.

Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

As described in management’s assertion, for servicing criteria 1122 (d)(2)(i), 1122 (d)(2)(vii), 1122 (d)(4)(i), 1122 (d)(4)(ii), 1122 (d)(4)(vii) and 1122 (d)(4)(xiv), the Company has engaged various vendors to perform the activities required by these servicing criteria. The Company has determined that none of these vendors are considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the applicable servicing criteria applicable to each vendor as permitted by C&DI 200.06. As permitted by C&DI 200.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendors’ activities comply in all material respects with servicing criteria applicable to each vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply C&DI 200.06 for the vendors and related criteria as described in its assertion, and we performed no procedures with respect to the Company’s eligibility to apply C&DI 200.06.

The information in the Report on Assessment of Compliance with Applicable Servicing Criteria in Appendix B is presented by the Company for information purposes. Such information has not been subjected to the procedures applied in our examination of management’s assertion as described above and accordingly, we express no opinion on it.

In our opinion, except for the material instance of noncompliance described in the third paragraph, the Company complied, in all material respects, with the aforementioned servicing criteria as of and for the year ended March 31, 2018.

/s/ Ernst & Young LLP

June 26, 2018


APPENDIX A

Nissan Auto Receivables Owner Trust (NAROT)

Nissan Auto Receivables 2013-A (NAR 13-A)

Nissan Auto Receivables 2013-B (NAR 13-B)

Nissan Auto Receivables 2013-C (NAR 13-C)

Nissan Auto Receivables 2014-A (NAR 14-A)

Nissan Auto Receivables 2014-B (NAR 14-B)

Nissan Auto Receivables 2015-A (NAR 15-A)

Nissan Auto Receivables 2015-B (NAR 15-B)

Nissan Auto Receivables 2015-C (NAR 15-C)

Nissan Auto Receivables 2016-A (NAR 16-A)

Nissan Auto Receivables 2016-B (NAR 16-B)

Nissan Auto Receivables 2016-C (NAR 16-C)

Nissan Auto Receivables 2017-A (NAR 17-A)

Nissan Auto Receivables 2017-B (NAR 17-B)

Nissan Auto Receivables 2017-C (NAR 17-C)

Nissan Auto Receivables 2018-A (NAR 18-A)

Nissan Auto Lease Trust (NALT)

Nissan Auto Lease Trust 2014-A (NALT 14-A)

Nissan Auto Lease Trust 2014-B (NALT 14-B)

Nissan Auto Lease Trust 2015-A (NALT 15-A)

Nissan Auto Lease Trust 2015-B (NALT 15-B)

Nissan Auto Lease Trust 2016-A (NALT 16-A)

Nissan Auto Lease Trust 2016-B (NALT 16-B)

Nissan Auto Lease Trust 2017-A (NALT 17-A)

Nissan Auto Lease Trust 2017-B (NALT 17-B)

EX-34.2 6 d761597dex342.htm EX-34.2 EX-34.2

Exhibit 34.2

Report of Independent Registered Public Accounting Firm (Ernst & Young LLP)

Report of Independent Registered Public Accounting Firm

The Board of Directors

U.S. Bank National Association

We have examined management’s assertion, included in the accompanying Report on Assessment of Compliance with Applicable Servicing Criteria, that U.S. Bank National Association (the “Company”) complied with the servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission’s Regulation AB for the U.S. Bank Corporate Trust Asset-Backed Securities Platform (the “Platform”), for which the Company provides trustee, securities administration, registrar and paying agent services, as of and for the year ended March 31, 2018, except for servicing criteria 1122 (d)(1)(i)-(v), 1122 (d)(2)(i), 1122 (d)(2)(iii), 1122 (d)(2)(v)-(vii), 1122 (d)(3)(i), and 1122 (d)(4)(i)-(xv), which the Company has determined are not applicable to the activities performed by them with respect to the servicing platform covered by this report. Management is responsible for the Company’s compliance with those servicing criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the servicing criteria based on our examination.

Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, as adopted by the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual asset-backed transactions and securities that comprise the Platform, testing of less than all of the servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that the evidence we obtained is sufficient and appropriate to provide a reasonable basis for our opinion.

Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

In our opinion, management’s assertion that the Company complied with the aforementioned servicing criteria as of and for the year ended March 31, 2018, for the U.S. Bank Corporate Trust Asset-Backed Securities Platform is fairly stated, in all material respects.

/s/ Ernst & Young LLP

Minneapolis, Minnesota

May 31, 2018

EX-35.1 7 d761597dex351.htm EX-35.1 EX-35.1

Exhibit 35.1

Servicer Compliance Statement of Nissan Motor Acceptance Corporation

NISSAN MOTOR ACCEPTANCE CORPORATION

OFFICER’S CERTIFICATE

The undersigned, Kevin J. Cullum, President and Chief Executive Officer of NISSAN MOTOR ACCEPTANCE CORPORATION, a California corporation (the “Company”), does hereby certify, in his capacity as such corporate officer, as follows:

(1) The undersigned has caused a review of the activities of the Company, in its capacity as Servicer, during the period December 13, 2017 through March 31, 2018 (the “Reporting Period”), and of its performance pursuant to the Sale and Servicing Agreement, dated as of December 13, 2017 (the “Agreement”), by and among the Company, individually and as servicer, Nissan Auto Receivables Corporation II, as seller, and Nissan Auto Receivables 2017-C Owner Trust, to be conducted under his supervision; and

(2) To the best of the undersigned’s knowledge, based upon such review, the Company has fulfilled all of its obligations under the Agreement in all material respects throughout the Reporting Period.

This Officer’s Certificate is being furnished pursuant to Item 1123 of the Securities and Exchange Commission’s Regulation AB for publicly-issued asset-backed securities. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.

IN WITNESS WHEREOF, I have set my hand effective as of the 26th day of June, 2018.

 

/s/ Kevin J. Cullum

Kevin J. Cullum

President and Chief Executive Officer