Form 10-K/A: 0001193125-16-563590 compared to 0001193125-16-523597

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-K/A

 

 

(Mark One)

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

For the fiscal year ended December 31, 2015

or

 

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

For the transition period from                      to                     

Commission File Number: 001-33157

 

 

filed on behalf of:

Corporate Backed Callable Trust Certificates, J.C. Penney Debenture-Backed Series 2006-1 Trust

(Exact Name of Registrant as Specified in its Charter)

 

 

by:

Select Asset Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

Commission File Number of Depositor: 333-112795

 

Delaware   13-4029392

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

1271 Avenue of the Americas

New York, New York

  10020
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (646) 285-9000

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

Title of Each Class

 

Name of Each Exchange on Which Registered

Corporate Backed Callable Trust Certificates, J.C. Penney Debenture-Backed Series 2006-1, Class A-1   New York Stock Exchange (“NYSE”)

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  x

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  x

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  x    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).

Not applicable.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) 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.

Not applicable.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See the definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act:

 

Large Accelerated Filer   ¨    Accelerated Filer   ¨
Non- Accelerated Filer   x    Smaller Reporting Company   ¨

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

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.

The registrant has no voting stock or class of common stock that is held by non-affiliates.

DOCUMENTS INCORPORATED BY REFERENCE

None.

 

 

 


Introductory Note

Select Asset Inc. (the “Depositor” or the “Registrant”) is the Depositor in respect of the Corporate Backed Callable Trust Certificates, J.C. Penney Debenture-Backed Series 2006-1 Trust (the “Trust”), a common law trust formed pursuant to the Standard Terms for Trust Agreements, dated as of November 9, 2006 (the “Trust Agreement”), between the Depositor and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a series supplement (the “Series Supplement”) dated as of November 9, 2006 in respect of the Trust. The Trust’s assets consist solely of notes issued by J.C. Penney Corporation, Inc., successor to J.C. Penney Company, Inc. (the “Underlying Securities Issuer”). The Certificates do not represent obligations of or interests in the Depositor or the Trustee.

The Depositor is a wholly-owned, indirect subsidiary of Lehman Brothers Holdings Inc. (“LBHI”). On September 15, 2008 and periodically thereafter, LBHI and certain of its subsidiaries (collectively, the “Debtors”) commenced voluntary cases under chapter 11 of title 11 of the United States Code with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) (jointly administered proceedings, In re Lehman Brothers Holdings Inc. et al., Case Number 08-13555). LBHI and Lehman Brothers Inc. have sold since September 15, 2008 significant businesses, including the sale on September 21, 2008 of the investment banking business to Barclays Capital Inc., which business included the employees who historically conducted the Registrant’s businessDepositor’s business. The Depositor believes the Trustee has maintained the proper processes and internal controls to monitor the Trust’s cash flows and administer the Trust, as reported in the assertion by the Trustee in the Report on Assessment of Compliance with Applicable Servicing Criteria, attached hereto as Exhibit 33.1. Pursuant to the terms of the Trust Agreement, the Trustee (i) is responsible for administering the Trust and has “full power and authority … to do or cause to be done any and all things in connection with such administration” (Section 3.01 of the Trust Agreement); (ii) is responsible to “make any and all filings, reports, notices or applications with, and seek any comments and authorizations from, the Commission and any state securities authority on behalf of the Trust” (Section 3.01 of the Trust Agreement); and (iii) controls the Certificate Account for each series of certificates (Section 3.03 of the Trust Agreement).

On December 6, 2011, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Modified Third Amended Joint Chapter 11 Plan of Lehman Brothers Holdings Inc. and its Affiliated Debtors (the “Plan”). The Plan and the Confirmation Order were attached as Exhibit 2.1 and Exhibit 2.2, respectively, to LBHI’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 14, 2011. LBHI’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 14, 2011 contains a summary of the Plan.

On March 6, 2012 (the “Effective Date”), the Plan became effective and a notice of the Effective Date of the Plan (the “Notice of Effective Date”) was filed with the Bankruptcy Court.

J.C. Penney Company, Inc., the guarantor of the underlying securities, is subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For information on J.C. Penney Company, Inc. please see its periodic and current reports filed with the Securities and Exchange Commission (the “Commission”) under its Exchange Act file number, 001-15274. The Commission maintains a site on the World Wide Web at “http://www.sec.gov” at which users can view and download copies of reports, proxy and information statements and other information regarding Issuers that file electronically through the Electronic Data Gathering, Analysis and Retrieval system, or “EDGAR.” Periodic and current reports and other information required to be filed pursuant to the Exchange Act by J.C. Penney Company, Inc. may be accessed on this site. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. The public may read and copy any materials filed with the Commission at the Commission’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. Neither Select Asset Inc. nor the Trustee has participated in the preparation of such reporting documents, or made any due diligence investigation with respect to the information provided therein. Neither Select Asset Inc. nor the Trustee has verified the accuracy or completeness of such documents or reports. There can be no assurance that events affecting the issuer of the Underlying Securities, the underlying securities guarantor or the underlying securities have not occurred or have not yet been publicly disclosed which would affect the accuracy or completeness of the publicly available documents described above.

Pursuant to General Instruction J of Form 10-K, the Trust is not required to respond to various items of Form 10-K. Such items are designated herein as “Not Applicable.” Distribution reports detailing receipts and distributions by the Trust are filed after each distribution date on Form 10-D in lieu of reports on Form 10-Q.


PART I

 

Item 1. Business.

Not Applicable

 

Item 1A. Risk Factors.

Not Applicable

 

Item 1B. Unresolved Staff Comments.

Not Applicable

 

Item 2. Properties.

Not Applicable

 

Item 3. Legal Proceedings.

None

 

Item 4. Submission of Matters to a Vote of Security Holders.

None

PART II

Item 5.  

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

 

Not Applicable

 

Item 6.Selected Financial Data. 

Not Applicable

 

Item 6.Selected Financial Data. 
 

Not Applicable

 

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

Not Applicable

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable

 

Item 8. Financial Statements and Supplementary Data.

Not Applicable

 

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None


Item 9A. Controls and Procedures.

Not Applicable

 

Item 9A(T). Controls and Procedures.

Not Applicable

 

Item 9B. Other Information.

None

PART III

 

Item 10. Directors, Executive Officers, and Corporate Governance.

Not Applicable

 

Item 11. Executive Compensation.

Not Applicable

Item 12.  

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

Not Applicable

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

None

 

Item 14. Principal Accountant Fees and Services.

Not Applicable

SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL INSTRUCTION J(2) TO FORM 10-K.

 

Item 1112(b) of Regulation AB.

 

See Introductory Note

   Significant Obligors of Pool Assets (Financial Information).

Item 1114(b)(2) of Regulation AB.

 

No applicable updates

   Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers).

Item 1115(b) of Regulation AB.

 

No applicable updates

   Certain Derivatives Instruments (Financial Information).

Item 1117 of Regulation AB.

 

No applicable updates

   Legal Proceedings.

Item 1119 of Regulation AB.

 

No applicable updates

   Affiliations and Certain Relationships and Related Transactions.

Item 1122 of Regulation AB.

 

See Exhibits 33.1 and 34.1 to this Form 10-K

   Compliance with Applicable Servicing Criteria

Item 1123 of Regulation AB.

 

See Exhibit 35 to this Form 10-K

   Servicer Compliance Statement.


PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

  (a) The following documents have been filed as part of, or incorporated by reference into, this annual report.

 

  1. None

 

  2. None

 

  3. The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.

 

  (b) The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.

 

  (c) None.


SIGNATURE

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. In preparing this report the Registrant has relied on Distribution Statements provided to it by the Trustee.

 

 

Select Asset Inc.,

as Depositor for the Trust 
By:  

/s/ Clifford S. Feibus

Name:   Clifford S. Feibus
Title:   Senior Vice President and Controller
 (Senior Officer in Charge of Securitization of the Depositor)

Dated: MarchApril 3028, 2016


EXHIBIT INDEX

 

Reference
Number per
Item 601 of
Regulation SK

  

Description of Exhibits

  

Exhibit
Number in this
Form 10-K

  (4.1)    Exhibit 4.1: Standard Terms for Trust Agreements (Filed as part of the Current Report on Form 8-K filed on November 15, 2006 under the Commission file number of the Depositor)    4.1
  (4.2)    Exhibit 4.2: Series Supplement (Filed as part of the Current Report on Form 8-K filed on November 15, 2006 under the Commission file number of the Issuing Entity)    4.2
(31.1)    Rule 15d – 14(d) Certification by Senior Vice President and Controller of the Registrant    31.1
(33.1)    Item 1122 Report on Assessment of Compliance with Applicable Servicing Criteria    33.1
(34.1)    Attestation Report of Ernst & Young LLP    34.1
(35)     Item 1123 Certification    35  

Exhibit 31.1

CERTIFICATION

I, Clifford S. Feibus, 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 the Corporate Backed Callable Trust Certificates, J.C. Penney Debenture-Backed Series 2006-1 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. Based on my knowledge and 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, or similar, 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, as Trustee.

 

Date: MarchDate: April 3028, 2016

 

By:  

 /s/ Clifford S. Feibus

Name:   Clifford S. Feibus
Title:   Senior Vice President and Controller
  (Senior Officer in Charge of Securitization of the Depositor)

Exhibit 33.1

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 December 31, 2015 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 Repackaging 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 provided 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 servicing 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 December 31, 2015; 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 December 31, 2015.

 

U.S. BANK NATIONAL ASSOCIATION 
LOGO  

 

 

LOGO

Name: Bryan R. Calder 
Title: Executive Vice President 

Date: February 26, 2016

 

1  The U.S. Bank Corporate Trust Repackaging Platform (the “Platform”) consists of the activities involved in the performance of servicing functions for publicly issued transactions comprised of the repackaging of corporate debt and/or other agency securities the securities of which were offered on or after January 1, 2006. The Platform does not include asset-backed or mortgage-backed transactions supported by a pool of receivables or other financial assets.


EXHIBIT A to Management’s Assertion

 

Reference

 

Servicing Criteria

  

Applicable
Servicing

Servicing

Criteria

  

Inapplicable
Servicing

Servicing

Criteria

  General Servicing Considerations      
1122(d)(l)(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)(l)(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)(l)(iii)   Any requirements in the transaction agreements to maintain a back-up servicer for the Pool Assets are maintained.       X
1122(d)(l)(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)(l)(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-l(b)(l) 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   

 

Corporate Trust Repackaging Platform   2  


Reference

 

Servicing Criteria

  

Applicable
Servicing

Servicing

Criteria

  

Inapplicable
Servicing

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   

 

Corporate Trust Repackaging Platform  3  


 

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   

 

Corporate Trust Repackaging Platform 3 


 

Reference

  

Servicing Criteria

   

Applicable

Servicing

Criteria

   

Inapplicable

Servicing

Criteria

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)(l) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.       X

 

Corporate Trust Repackaging Platform   4  

Exhibit 34.1

 

LOGOLOGO     

 

Ernst & Young LLP

Suite 1400

220 South Sixth Street

Minneapolis, MN 55402-4509

 

 

    

 

Tel: +1 612 343 1000

Fax: +1 612 339 1726

ey.com

 

 

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 Repackaging Platform (the “Platform”), for which the Company provides servicing functions for publicly issued transactions comprised of the repackaging of corporate debt and/or other agency securities, as of and for the year ended December 31, 2015, except for servicing criteria 1122 (d)(l)(i), 1122 (d)(l)(iii), 1122 (d)(l)(v), 1122 (d)(2)(iii), 1122 (d)(4)(i), 1122 (d)(4)(vi) and 1122 (d)(4)(ix)-(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. Although the Company is responsible for assessing compliance with Items 1122 (d)(l)(ii), 1122 (d)(4)(iii), 1122 (d)(4)(vii) and 1122 (d)(4)(viii) of Regulation AB, there were no servicing activities performed by the Company as of and for the year ended December 31, 2015, that required these servicing criteria to be complied with. We believe that our examination provides 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 December 31, 2015, for the U.S. Bank Corporate Trust Repackaging Platform is fairly stated, in all material respects.

 

LOGOLOGO

Minneapolis, MN

February 26, 2016

A member firm of Ernst & Young Global Limited

 

 

1

Exhibit 35

ITEM 1123 CERTIFICATION

I, David Duclos, Vice President of U.S. Bank National Association (the “Servicer”), hereby certify that:

(1) A review of the activities of the Servicer during the fiscal year covered by this annual report on Form 10-K and of the performance of the Servicer under the Standard Terms for Trust Agreement, dated as of November 9, 2006, between the Servicer and the depositor (the “Agreement”) has been made under my supervision;

and

(2) To the best of my knowledge, based on such review, the Servicer has fulfilled all its obligations under the Agreement in all material respects throughout the reporting period, or, if there has been a failure to fulfill any such obligation in any material respect, I have specified below each such failure known to me and the nature and status thereof.

Date: March 30, 2016

 

 /s/ David Duclos

David Duclos
Vice President