Attached files
file | filename |
---|---|
10-K - 10-K - CEF EQUIPMENT HOLDING LLC | v177524_10k.htm |
EX-35.1 - EX-35.1 - CEF EQUIPMENT HOLDING LLC | v177524_ex35-1.htm |
EX-33.2 - EX-33.2 - CEF EQUIPMENT HOLDING LLC | v177524_ex33-2.htm |
EX-31.1 - EX-31.1 - CEF EQUIPMENT HOLDING LLC | v177524_ex31-1.htm |
EX-34.2 - EX-34.2 - CEF EQUIPMENT HOLDING LLC | v177524_ex34-2.htm |
EX-34.1 - EX-34.1 - CEF EQUIPMENT HOLDING LLC | v177524_ex34-1.htm |
Exhibit
33.1 Report on Assessment of Compliance with Servicing Criteria of
General Electric Capital Corporation
GENERAL
ELECTRIC CAPITAL CORPORATION
Management’s Assertion of
Compliance
1.
|
Management
of General Electric Capital Corporation (the “Company”) 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 ending December 31, 2009 (the “Reporting Period”), as set forth in
Appendix A hereto. Appendix B identifies the transactions
covered by this report and includes asset-backed securities transactions
for which the Company acted as servicer involving equipment loan
receivables (the “Platform”);
|
2.
|
The
Company has engaged certain vendors which are not servicers as defined in
Item 1101(j) of Regulation AB (the “Vendors”) to perform specific, limited
or scripted activities, and the Company elects to take responsibility for
assessing compliance with the servicing criteria or portion of the
servicing criteria applicable to such Vendors’ activities as set for in
Appendix A hereto;
|
3.
|
Except
as set forth in paragraph 4 below, the Company used the criteria set forth
in paragraph (d) of Item 1122 of Regulation AB to assess the compliance
with the applicable servicing
criteria;
|
4.
|
The
criteria listed in the column titled “Inapplicable Servicing Criteria” on
Appendix A hereto are inapplicable to the Company based on the activities
it performs, directly or through its Vendors, with respect to the
Platform;
|
5.
|
The Company has complied, in all
material respects, with the applicable servicing criteria as of December
31, 2009 and for the Reporting Period with respect to the Platform
taken as a whole, other than as set forth on Appendix
C;
|
6.
|
The
Company has not identified and is not aware of any material instance of
noncompliance by the Vendors with the applicable servicing criteria as of
December 31, 2007 and for the Reporting Period with respect to the
Platform taken as a whole, other than as set forth in Appendix
C;
|
7.
|
The
Company 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 December 31, 2009 and for the Reporting Period
with respect to the Platform taken as a whole, other than as set forth in
Appendix C; and
|
8.
|
KPMG LLP, a registered public
accounting firm, has issued an attestation report on the Company’s
compliance with the applicable servicing criteria for the Reporting
Period.
|
March 12,
2010
General
Electric Capital Corporation
|
||
By:
|
/s/ Thomas A.
Davidson
|
|
Name:
|
Thomas
A. Davidson
|
|
Title:
|
Attorney-In-Fact
|
APPENDIX
A
SERVICING
CRITERIA
|
APPLICABLE
SERVICING
CRITERIA
|
|||
Reference
|
Criteria
|
Performed
Directly
by
the
Company
|
Performed
by
Vendor(s)
for which the Company is the Responsible Party
|
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
|
||
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.
|
X1
|
||
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 overcollateralization, 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 240.13k-1(b)(1) of the Securities Exchange
Act.
|
X
|
||
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
X
|
___________________
1
|
The
activities described in servicing criterion 1122(d)(2)(i) are outsourced
to Vendors and the Company has elected to take responsibility for
assessing such Vendors’ compliance with the servicing criterion in
1122(d)(2)(i).
|
SERVICING
CRITERIA
|
APPLICABLE
SERVICING
CRITERIA
|
|||
Reference
|
Criteria
|
Performed
Directly
by
the
Company
|
Performed
by
Vendor(s)
for which the Company is the Responsible Party
|
INAPPLICABLE
SERVICING CRITERIA
|
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
|
X2
|
|
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 mortgage loan documents.
|
X
|
||
1122(d)(4)(ii)
|
Pool
asset and related documents are safeguarded as required by the transaction
agreements
|
X3
|
___________________
2
|
Certain
of the activities described in servicing criteria 1122(d)(2)(vii)(A)-(B)
and 1122(d)(2)(vii)(D) are outsourced to Vendors and the Company has
elected to take responsibility for assessing such Vendors’ compliance with
the servicing criteria in 1122(d)(2)(vii)(A)-(B) and
1122(d)(2)(vii)(D).
|
3
|
The
activities described in servicing criterion 1122(d)(4)(ii) are outsourced
to Vendors and the Company has elected to take responsibility for
assessing such Vendors’ compliance with the servicing criterion in
1122(d)(4)(ii).
|
SERVICING
CRITERIA
|
APPLICABLE
SERVICING
CRITERIA
|
|||
Reference
|
Criteria
|
Performed
Directly
by
the
Company
|
Performed
by
Vendor(s)
for which the Company is the Responsible Party
|
INAPPLICABLE
SERVICING CRITERIA
|
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.
|
X4
|
||
1122(d)(4)(v)
|
The
Servicer’s records regarding the pool assets agree with the Servicer’s
records with respect to an obligor’s unpaid principal
balance.
|
X
|
||
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor's pool assets (e.g.,
loan modifications or re-agings) are made, reviewed and approved by
authorized personnel in accordance with the transaction agreements and
related pool asset documents.
|
X
|
||
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
||
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period a pool
asset is delinquent in accordance with the transaction agreements. Such
records are maintained on at least a monthly basis, or such other period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent pool assets including, for example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or
unemployment).
|
X
|
X5
|
|
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
|
___________________
4
|
The
activities described in servicing criterion 1122(d)(4)(iv) are outsourced
to Vendors and the Company has elected to take responsibility for
assessing such Vendors’ compliance with the servicing criterion in
1122(d)(4)(iv).
|
5
|
Certain
of the activities described in servicing criterion 1122(d)(4)(viii) are
outsourced to Vendors and the Company has elected to take responsibility
for assessing such Vendors’ compliance with the servicing criterion in
1122(d)(4)(viii).
|
SERVICING
CRITERIA
|
APPLICABLE
SERVICING
CRITERIA
|
|||
Reference
|
Criteria
|
Performed
Directly
by
the
Company
|
Performed
by
Vendor(s)
for which the Company is the Responsible Party
|
INAPPLICABLE
SERVICING CRITERIA
|
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
|
APPENDIX
B
GE
Equipment Midticket LLC, Series 2006-1
GE
Equipment Midticket LLC, Series 2007-1
GE
Equipment Midticket LLC, Series 2009-1
APPENDIX
C
Material Instances of
Noncompliance
1.
|
1122(d)(2)(vii)
Reconciliations are prepared on a monthly basis for all asset-backed
securities related bank accounts, including custodial accounts and related
bank clearing accounts. These reconciliations: (A) are
mathematically accurate; (B) are prepared within 30 calendar days after
the bank statement cutoff date, or such number of days specified in the
transaction agreements; (C) are reviewed and approved by someone other
than the person who prepared the reconciliation; and (D) contain
explanations for reconciling items. These reconciling items are
resolved within 90 calendar days of their original identification, or such
other number of days specified in the transaction agreements.
With respect to servicing criterion 1122(d)(2)(vii), for certain
custodial bank accounts and related bank clearing accounts,
reconciliations were not prepared and for certain other custodial bank and
related bank clearing accounts, reconciliations were not prepared within
30 calendar days after the bank statement cutoff
date.
|
2