þ | ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
DELAWARE | 37-6547356 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
¨ Large accelerated filer | ¨ Accelerated filer | þ Non-accelerated filer | ¨ Smaller Reporting Company |
Part I | |||
Item 1. | Business* | ||
Item 1A. | Risk Factors* | ||
Item 1B. | Unresolved Staff Comments | ||
Item 2. | Properties* | ||
Item 3. | Legal Proceedings* | ||
Item 4. | Mine Safety Disclosures | ||
Part II | |||
Item 5. | Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities* | ||
Item 6. | Selected Financial Data* | ||
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations* | ||
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk* | ||
Item 8. | Financial Statements and Supplementary Data* | ||
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure* | ||
Item 9A. | Controls and Procedure* | ||
Item 9B. | Other Information | ||
Part III | |||
Item 10. | Directors, Executive Officers and Corporate Governance* | ||
Item 11. | Executive Compensation* | ||
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters* | ||
Item 13. | Certain Relationships and Related Transactions and Director Independence* | ||
Item 14. | Principal Accounting Fees and Services* | ||
Part IV | |||
Item 15. | Exhibits, Financial Statement Schedules |
(a) | List the following documents filed as a part of the report: |
(1) | Financial Statements — Not Applicable. |
(2) | Financial Statement Schedules — Not Applicable. |
(3) | Exhibits |
• | Amended and Restated Limited Liability Company Agreement of Ally Auto Assets LLC, dated as of September 10, 2009. |
• | Declaration of Trust, by Deutsche Bank Trust Company Delaware and acknowledged, accepted and agreed to by Ally Central Originating Lease LLC (“ACOL LLC”), dated as of April 7, 2010. |
• | Series Supplement to Declaration of Trust between ACOL LLC as Residual Certificateholder, and Deutsche Bank Trust Company Delaware as owner trustee (the "ACOLT Owner Trustee"), dated as of June 5, 2013. |
• | Trust Agreement between Ally Auto Assets LLC ("AAA"), as Depositor, and Deutsche Bank Trust Company Delaware, as ACOLT Owner Trustee, dated June 5, 2013. |
• | AART Indenture between Ally Auto Receivables Trust 2013-SN1 (the "Issuing Entity") and Citibank, N.A., as indenture trustee (the "AART Indenture Trustee"), dated as of June 5, 2013. |
• | ACOLT Indenture between Ally Central Originating Lease Trust ("ACOLT") and Citibank, N.A., as the indenture trustee (the "ACOLT Indenture Trustee"), dated June 5, 2013. |
• | Rule 13a-14(d)/15d-14(d) Certification (Section 302 Certification). |
• | Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria concerning activities of Ally Financial for the year ended December 31, 2014. |
• | Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria concerning activities of Citibank, N.A. for the year ended December 31, 2014. |
• | Registered Public Accounting Firm Attestation Report on Assessment of Compliance with applicable Servicing Criteria of Ally Financial dated March 10, 2015 for the year ended December 31, 2014. |
• | Registered Public Accounting Firm Attestation Report on Assessment of Compliance with applicable Servicing Criteria of Citibank N.A., dated February 27, 2015 for the year ended December 31, 2014. |
• | Servicer Compliance Statement of Ally Financial for the year ended December 31, 2014. |
• | Administrator Compliance Statement of Ally Financial for the year ended December 31, 2014. |
• | Transfer Direction and Allocation Notice, dated May 31, 2013. |
• | Vault Pledge and Security Agreement by Vehicle Asset Universal Leasing Trust ("Vault") as Pledgor in favor of the ACOLT 2013-SN1 Secured Noteholders as Pledgees, dated as of June 5, 2013. |
• | Sale and Contribution Agreement between Ally Bank as seller and ACOLT, dated as of June 5, 2013. |
• | Servicing Agreement between ACOLT and Ally Financial, as Servicer and Custodian, dated as of June 5, 2013. |
• | Pull Ahead Funding Agreement among ACOLT, Ally Financial, as Pull Ahead Agent, and Citibank N.A., as ACOLT Indenture Trustee, dated as of June 5, 2013. |
• | Pooling Agreement between Ally Bank and AAA, dated June 5, 2013. |
• | Trust Sale Agreement between AAA and the Issuing Entity, dated June 5, 2013. |
• | Administration Agreement among Ally Financial, AAA, and the Issuing Entity, dated June 5, 2013. |
Ally Auto Assets LLC, as Depositor | ||
/s/ Ryan C. Farris | ||
Ryan C. Farris | ||
President | ||
(Senior Officer in charge of securitization of the depositor) | ||
Exhibit | Description | Method of Filing | ||
3.1 | Amended and Restated Limited Liability Company Agreement of Ally Auto Assets LLC, dated as of September 10, 2009. | ** | ||
3.2 | Declaration of Trust, by Deutsche Bank Trust Company Delaware and acknowledged, accepted and agreed to by Ally Central Originating Lease LLC (“ACOL LLC”), dated as of April 7, 2010. | *** | ||
3.3 | Series Supplement to Declaration of Trust between ACOL LLC as Residual Certificateholder, and Deutsche Bank Trust Company Delaware as owner trustee (the "ACOLT Owner Trustee"), dated as of June 5, 2013. | * | ||
4.1 | Trust Agreement between Ally Auto Assets LLC ("AAA"), as Depositor, and Deutsche Bank Trust Company Delaware, as ACOLT Owner Trustee, dated June 5, 2013. | * | ||
4.2 | AART Indenture between Ally Auto Receivables Trust 2013-SN1 (the "Issuing Entity") and Citibank, N.A., as indenture trustee (the "AART Indenture Trustee"), dated as of June 5, 2013. | * | ||
4.3 | ACOLT Indenture between Ally Central Originating Lease Trust ("ACOLT") and Citibank, N.A., as the indenture trustee (the "ACOLT Indenture Trustee"), dated June 5, 2013. | * | ||
31.1 | Certification of Executive Officer Pursuant to Rule 13a-14(d)/15d-14(d). | Filed herewith. | ||
33.1 | Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria concerning activities of Ally Financial for the year ended December 31, 2014. | Filed herewith. | ||
33.2 | Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria concerning activities of Citibank N.A.for the year ended December 31, 2014. | Filed herewith. | ||
34.1 | Registered Public Accounting Firm Attestation Report on Assessment of Compliance with applicable Servicing Criteria of Ally Financial dated March 10, 2015 for the year ended December 31, 2014. | Filed herewith. | ||
34.2 | Registered Public Accounting Firm Attestation Report on Assessment of Compliance with applicable Servicing Criteria of Citibank N.A., dated February 27, 2015 for the year ended December 31, 2014. | Filed herewith. | ||
35.1 | Servicer Compliance Statement of Ally Financial for the year ended December 31, 2014. | Filed herewith. | ||
35.2 | Administrator Compliance Statement of Ally Financial for the year ended December 31, 2014. | Filed herewith. | ||
99.1 | Transfer Direction and Allocation Notice, dated May 31, 2013. | * | ||
99.2 | Vault Pledge and Security Agreement by Vehicle Asset Universal Leasing Trust ("Vault") as Pledgor in favor of the ACOLT 2013-SN1 Secured Noteholders as Pledgees, dated as of June 5, 2013. | * | ||
99.3 | Sale and Contribution Agreement between Ally Bank as seller and ACOLT, dated as of June 5, 2013. | * | ||
99.4 | Servicing Agreement between ACOLT and Ally Financial, as Servicer and Custodian, dated as of June 5, 2013. | * | ||
99.5 | Pull Ahead Funding Agreement among ACOLT, Ally Financial, as Pull Ahead Agent, and Citibank N.A., as ACOLT Indenture Trustee, dated as of June 5, 2013. | * | ||
99.6 | Pooling Agreement between Ally Bank and AAA, dated June 5, 2013. | * | ||
99.7 | Trust Sale Agreement between AAA and the Issuing Entity, dated June 5, 2013. | * | ||
99.8 | Administration Agreement among Ally Financial, AAA, and the Issuing Entity, dated June 5, 2013. | * |
* | Incorporated by reference to the corresponding Exhibit to the Issuing Entity’s Current Report on Form 8-K filed on June 5, 2013 (File No. 333-181915-03). |
** | Incorporated by reference to Exhibit 3.1 of Ally Auto Assets LLC’s Form S-3 Registration Statement filed on November 27, 2009 (File No. 333-163392). |
*** | Incorporated by reference to Exhibit 3.2 of Ally Auto Assets LLC’s Form S-3 Registration Statement filed on June 5, 2012 (File No. 333-181915-01). |
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 Ally Auto Receivables Trust 2013-SN1 (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 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. |
/s/ Ryan C. Farris | |
Ryan C. Farris | |
President, Ally Auto Assets LLC, as Depositor | |
(Senior Officer in charge of securitization of the depositor) |
1 | Ally Financial Inc., ("Ally") 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 year ended December 31, 2014, and for the period from the respective date of sale for each trust to December 31, 2014 (the "Reporting Period"), as set forth in Appendix A hereto. The transactions covered by this report include retail and lease asset-backed securities transactions for which Ally acts as servicer, involving the Consumer Automotive Receivables Platform (the "Platform"). The Platform consists of the activities involved in the performance of servicing functions for all publicly and privately issued retail and lease asset-backed transactions. |
2 | Ally has engaged certain vendors (the "Vendors") to perform specific, limited or scripted activities, and Ally elects to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to such Vendors' activities as set forth in Appendix A hereto; |
3 | Except as set forth in paragraph 4 below, Ally 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 Ally based on the activities it performs, directly or through its Vendors, with respect to the Platform; |
5 | Ally has complied, in all material respects, with the applicable servicing criteria as of December 31, 2014 and for the Reporting Period with respect to the Platform taken as a whole; |
6 | Ally 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, 2014 and for the Reporting Period with respect to the Platform taken as a whole; |
7 | Ally 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, 2014 and for the Reporting Period with respect to the Platform taken as a whole; and |
8 | Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report on Ally's assessment of compliance with the applicable servicing criteria for the Reporting Period. |
Ally Financial Inc. | |||
By: | /s/ David J. DeBrunner | ||
Name: David J. DeBrunner | |||
Title: Vice President, Controller and Chief Accounting | |||
Officer Ally Financial Inc. | |||
By: | /s/ Pam Surhigh | ||
Name: Pam Surhigh | |||
Title: Finance Director - Treasury |
SERVICING CRITERIA | APPLICABLE SERVICING CRITERIA | INAPPLICABLE SERVICING | |||
Reference | Criteria | Performed Directly by Ally Financial Inc. | Performed by Vendor(s) for which Ally Financial Inc. is the Responsible Party | Performed by subservicer for which Ally Financial Inc. is NOT the Responsible Party | 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. | XX | |||
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. | XX | |||
1122(1)(iii) | Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained. | XX | |||
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. | XX | |||
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. | XX | |||
1122(d)(2)(ii) | Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. | XX | |||
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. | XX | |||
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. | XX | |||
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. | XX | |||
1122(d)(2)(vi) | Unissued checks are safeguarded so as to prevent unauthorized access. | XX |
SERVICING CRITERIA | APPLICABLE SERVICING CRITERIA | INAPPLICABLE SERVICING CRITERIA | |||
Reference | Criteria | Performed Directly by Ally Financial Inc. | Performed by Vendor(s) for which Ally Financial Inc. is the Responsible Party | Performed by subservicer for which Ally Financial Inc. is NOT the Responsible Party | |
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. | XX | |||
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. | XX | |||
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. | XX | |||
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. | XX | |||
1122(d)(3)(iv) | Amounts remitted to investors per the investor reports agree with canceled checks, or other form of payment, or custodial bank statements. | XX |
SERVICING CRITERIA | APPLICABLE SERVICING CRITERIA | INAPPLICABLE SERVICING | |||
Reference | Criteria | Performed Directly by Ally Financial Inc. | Performed by Vendor(s) for which Ally Financial Inc. is the Responsible Party | Performed by subservicer for which Ally Financial Inc. is NOT the Responsible Party | CRITERIA |
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. | XX | |||
1122(d)(4)(ii) | Pool assets and related documents are safeguarded as required by the transaction agreements | XX | XX | ||
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. | XX | |||
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. | XX | XX | ||
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. | XX |
SERVICING CRITERIA | APPLICABLE SERVICING CRITERIA | INAPPLICABLE SERVICING CRITERIA | |||
Reference | Criteria | Performed Directly by Ally Financial Inc. | Performed by Vendor(s) for which Ally Financial Inc. is the Responsible Party | Performed by subservicer for which Ally Financial Inc. is NOT the Responsible Party | |
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. | XX | XX | ||
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. | XX | XX | ||
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). | XX | XX | ||
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. | XX |
SERVICING CRITERIA | APPLICABLE SERVICING CRITERIA | INAPPLICABLE SERVICING CRITERIA | |||
Reference | Criteria | Performed Directly by Ally Financial Inc. | Performed by Vendor(s) for which Ally Financial Inc. is the Responsible Party | Performed by subservicer for which Ally Financial Inc. is NOT the Responsible Party | |
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. | XX | |||
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. | XX | |||
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. | XX | |||
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. | XX | |||
1122(d)(4)(xiv) | Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. | XX | |||
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. | XX |
• | The Company’s management is responsible for assessing the Company’s compliance with the Applicable Servicing Criteria. |
• | The Company’s management has assessed compliance with the Applicable Servicing Criteria. In making this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB. |
• | Based on such assessment, the Company has complied, in all material respects, with the Applicable Servicing Criteria. |
DEAL NAME |
ACOLT ABF |
ACOLT/AART 2012-SN1 |
ALLY AUTO RECEIVABLES TRUST 2013-SN1 |
Ally Auto Receivables Trust 2014-SN1 |
Ally Auto Receivables Trust 2014-SN2 |
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2013-2 |
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2013-3 |
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2014-2 |
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2014-3 |
BMW VOT 2011-A |
CNH Equipment Trust 2014-C |
GEET 2012-2 |
GE Equipment Transportation LLC, Series 2014-1 |
GEET 2011-1 |
GEET 2012-1 |
GEET 2013-1 |
GEET 2013-2 |
HART 2010-A |
HART 2011-A |
HART 2011-B |
HART 2011-C |
HART 2012-A |
HART 2012-B |
HART 2012-C |
HART 2014-B |
SLC 2006-A |
VALET 2012-1 |
VALET 2012-2 |
VALT 2013-A |
VALT 2014-A |
Citibank, N.A. | Deutsche Bank Trust Company Delaware |
As ACOLT Indenture Trustee | As ACOLT Owner Trustee |
Attn: Kristen Driscoll | Attn: Mark DiGiacomo |
388 Greenwich Street, 14th Floor | 1011 Centre Road, Suite 200 |
New York, NY 10013 | Wilmington, DE 19805-1266 |
Deutsche Bank Trust Company Americas | |
Attn: Corporate Trust & Agency Group - | |
Structured Finance Services | |
60 Wall Street, 26th floor | |
Mail Stop: NYC60-2606 | |
New York, NY 10005 |
Re: | ACOLT 2013-SN1 - Servicing Agreement |
Annual Statement as to Compliance |
a. | A review of the activities of the Servicer during the period of January 1, 2014 through December 31, 2014, and of its performance under the ACOLT 2013-SN1 Servicing Agreement has been under his supervision, and |
b. | To the best of his knowledge, based on such review, the Servicer has fulfilled all of its obligations under the ACOLT 2013-SN1 Servicing Agreement throughout such period. |
Very truly yours, | ||
/s/ David J. DeBrunner | ||
David J. DeBrunner | ||
Vice President, Controller and Chief Accounting Officer | ||
Ally Financial Inc. |
Citibank, N.A. | Deutsche Bank Trust Company Delaware |
As AART Indenture Trustee | As AART Owner Trustee |
Attn: Kristen Driscoll | 1011 Centre Road, Suite 200 |
388 Greenwich Street, 14th Floor | Wilmington, DE 19805-1266 |
New York, NY 10013 |
Re: | AART 2013-SN1 - Administration Agreement |
Annual Statement as to Compliance |
a. | A review of the activities of the Administrator during the period of January 1, 2014 through December 31, 2014, and of its performance under the Administration Agreement has been under his supervision, and |
b. | To the best of his knowledge, based on such review, the Administrator has fulfilled all of its obligations under the Administration Agreement throughout such period. |
Very truly yours, | ||
/s/ David J. DeBrunner | ||
David J. DeBrunner | ||
Vice President, Controller and Chief Accounting Officer | ||
Ally Financial Inc. |