0001577943-15-000013.txt : 20150330 0001577943-15-000013.hdr.sgml : 20150330 20150330154328 ACCESSION NUMBER: 0001577943-15-000013 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20141231 0001477336 0001601846 FILED AS OF DATE: 20150330 DATE AS OF CHANGE: 20150330 Auto leases FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ally Auto Receivables Trust 2013-SN1 CENTRAL INDEX KEY: 0001577943 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-181915-03 FILM NUMBER: 15734314 BUSINESS ADDRESS: STREET 1: 200 RENAISSANCE CENTER, 12TH FLOOR CITY: DETROIT STATE: MI ZIP: 48265 BUSINESS PHONE: 313-656-5500 MAIL ADDRESS: STREET 1: 200 RENAISSANCE CENTER, 12TH FLOOR CITY: DETROIT STATE: MI ZIP: 48265 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ally Auto Assets LLC CENTRAL INDEX KEY: 0001477336 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 270789648 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-163392 FILM NUMBER: 15734315 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 313-656-5500 MAIL ADDRESS: STREET 1: 200 RENAISSANCE CENTER CITY: DETROIT STATE: MI ZIP: 48265 10-K 1 aart2013-sn112_31x1410xk.htm FORM 10-K AART 2013-SN1 12_31_14 10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
þ
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES   EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
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 of issuing entity: 333-181915-03

Commission file number of depositor: 333-181915-01

Ally Auto Receivables Trust 2013-SN1
(Exact name of issuing entity as specified in its charter)

Ally Auto Assets LLC
(Exact name of depositor as specified in its charter)

Ally Bank
(Exact name of sponsor as specified in its charter)
DELAWARE
37-6547356
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
Ally Auto Assets LLC
200 Renaissance Center
Detroit, Michigan
(Address of principal executive offices)
(Zip Code)
(866) 710-4623
(Registrant’s telephone number, including area code)

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

Securities required to be 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 þ

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

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. þ 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. þ Not applicable to this registrant.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of  "large accelerated filer,"  "accelerated filer," "non-accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
¨  Large accelerated filer
¨  Accelerated filer
þ  Non-accelerated filer
¨  Smaller Reporting Company
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨ Yes þ 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. None




Registrant does not have any voting or non-voting common equity held by non-affiliates.

Documents incorporated by reference. None 

INDEX

Ally Auto Receivables Trust 2013-SN1

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
 



* Item is omitted in accordance with General Instructions J to Form 10-K.


2



 

Part I

Item 1B. Unresolved Staff Comments

None.

Item 4. Mine Safety Disclosures

Not applicable.

Substitute information provided in accordance with General Instruction J to Form 10-K:

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

There are no significant obligors with respect to the pool assets held by Ally Auto Receivables Trust 2013-SN1 (the “Issuing Entity”).

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

No entity or group of affiliated entities provides any external credit enhancement or other support with respect to either payment of the pool assets held by the Trust or payments on the notes (the “Notes”) or certificates (the “Certificates”) issued by the Issuing Entity.

Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).

No entity or group of affiliated entities provides any derivative instruments that are used to alter the payment characteristics of the cashflows from the Trust.

Item 1117 of Regulation AB. Legal Proceedings.

There are no current legal proceedings pending, or to the best knowledge of management of such entity, threatened, against the Issuing Entity, the sponsor, the servicer or the depositor that, if determined adversely to such party, would be expected to have a material adverse effect on the performance of the notes.

The owner trustee has represented to the Issuing Entity that it is not a party to any current legal proceedings, nor is its management aware of any legal proceedings threatened against it that, if determined adversely to such party, would be expected to have a material adverse effect on the performance of the notes.

Citibank, N.A. (“Citibank”), as AART Indenture Trustee and ACOLT Indenture Trustee, has provided the following information for inclusion in this report on Form 10-K:

Citibank is acting as Indenture Trustee of this ABS transaction. In the ordinary course of business, Citibank is involved in a number of legal proceedings, including in connection with its role as trustee of certain RMBS transactions. One such proceeding was a civil action filed against Citibank in the Supreme Court of the State of New York on June 18, 2014 by a group of investors in 48 private-label RMBS trusts for which Citibank serves or did serve as trustee, asserting claims for alleged violations of the Trust Indenture Act of 1939, breach of contract, breach of fiduciary duty and negligence based on Citibank's alleged failure to perform its duties as trustee for the 48 RMBS trusts. On November 24, 2014, plaintiffs sought leave to withdraw this action. On the same day, a smaller subset of similar plaintiff investors in 27 private-label RMBS trusts for which Citibank serves or did serve as trustee, filed a new civil action against Citibank in the Southern District of New York
asserting similar claims as the prior action filed in state court.

There can be no assurances as to the outcome of the litigation or the possible impact of the litigation on the trustee or the RMBS trusts. However, Citibank denies liability and intends to vigorously defend the litigation. Furthermore, neither the above-disclosed litigation nor any other pending legal proceeding involving Citibank will materially affect Citibank's ability to perform its duties as Indenture Trustee of this ABS transaction.

Part II

Item 9B. Other Information

None.

Part III




Substitute information provided in accordance with General Instruction J to Form 10-K:

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.  The information has been provided previously in a Prospectus, dated May 30, 2013, filed by the Issuing Entity, pursuant to Rule 424(b)(5) of the Securities Act of 1933 on June 3, 2013.


3



 

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

Each of Ally Financial Inc. (“Ally Financial”) and Citibank, N.A. (each, a “Servicing Participant”) has been identified by the registrant as a party participating in the servicing function with respect to the pool assets held by the Issuing Entity during the reporting period. Each of the Servicing Participants has completed a report on an assessment of compliance with the servicing criteria applicable to such Servicing Participant (each, a “Report on Assessment”) during the Issuing Entity’s year ended December 31, 2014, which Reports on Assessment are attached as exhibits to this Form 10-K. In addition, each of the Servicing Participants has provided an attestation report (each, an “Attestation Report”) by a registered independent public accounting firm regarding its related Report on Assessment. Each Attestation Report is attached as an exhibit to this Form 10-K.

None of the Reports on Assessment or the related Attestation Reports has identified any material instances of noncompliance with the servicing criteria described in the related Report on Assessment as being applicable to each such Servicing Participant.

Item 1123 of Regulation AB. Servicer Compliance Statement.

Ally Financial has been identified as the servicer during the reporting period with respect to the pool assets held by the Issuing Entity. Ally Financial has provided a statement of compliance with the applicable servicing activities (the “Compliance Statement”), signed by an authorized officer, and such Compliance Statement is attached as an exhibit to this Form 10-K.


4



 

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.
5




 
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.
 



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.

 
Ally Auto Assets LLC, as Depositor
 
 
 
/s/ Ryan C. Farris
 
 
Ryan C. Farris
 
President
 
(Senior Officer in charge of securitization of the depositor)
 
 

Date: March 30, 2015














6



 

Index of Exhibits

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).
7

EX-31.1 2 dasoaart2013-sn1exhibit311.htm EXHIBIT 31.1 DASO AART 2013-SN1 Exhibit 31.1 2014




Exhibit 31.1

Certifications



I, Ryan C. Farris, 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 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.

In giving the certifications above, I have reasonably relied on the information provided to me by the following unaffiliated party: Citibank N.A., and Deutsche Bank Trust Company Delaware.

Date: March 30, 2015

/s/ Ryan C. Farris
 
 
Ryan C. Farris
President, Ally Auto Assets LLC, as Depositor
(Senior Officer in charge of securitization of the depositor)
 
 

EX-33.1 3 dasoexhibit3312014.htm EXHIBIT 33.1 DASO Exhibit 33.1 2014

 


Exhibit 33.1
 
Certification Regarding Compliance with SEC Regulation AB Servicing Criteria

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.


March 10, 2015

 
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
 
 
 

 




APPENDIX A
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

 
1




 
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
 
 
 
 
 
2




 
 
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
 
 
 
 
 
3




 
 
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
 
 
4




 
 
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
 
 
 
 
 
5


 

EX-33.2 4 dasoaart2013-sn1exhibit332.htm EXHIBIT 33.2 DASO AART 2013-SN1 Exhibit 33.2 2014




Exhibit 33.2

MANAGEMENT'S ASSERTION OF COMPLIANCE

Management of the Agency and Trust division of Citibank, N.A. (or “Company”) is responsible for assessing compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission.

Management has determined that the servicing criteria in Item 1122(d) of Regulation AB are applicable in regard to the servicing platform as of and for the period as follows:

Platform: Publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) and certain privately-issued (i.e., for which transaction-level reporting is required pursuant to contractual obligation) automobile loan or lease-backed securities, equipment loan-backed securities and student loan-backed securities issued on or after January 1, 2006, as listed in Appendix A, for which the Company provides trustee and paying agent services (the “Platform”).

Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required by Item 1122(d) servicing criteria in regards to the activities performed by the Company with respect to the Platform as to any transaction, except for the following criteria: 1122(d)(1)(i)-1122(d)(1)(iv), 1122(d)(2)(i), 1122(d)(2)(iii), 1122(d)(2)(vi)-1122(d)(2)(vii), 1122(d)(3)(i) and 1122(d)(4)(i)-1122(d)(4)(xv), which management has determined are not applicable to the activities the Company performs with respect to the Platform (the “Applicable Servicing Criteria”). With respect to the Platform, servicing criterion 1122(d)(3)(ii) is applicable only as it relates to remittances.

Period: Twelve months ended December 31, 2014 (the “Period”).


With respect to the Platform as of and for the Period, the Company’s management provides the following assertion of compliance with respect to the Applicable Servicing Criteria:
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.

KPMG LLP, an independent registered public accounting firm, has issued an attestation report with respect to management’s assertion of compliance with the Applicable Servicing Criteria as of and for the Period.


CITIBANK, N.A.

By: /s/ Karen Montbach_________________________
Karen Montbach

Its: Managing Director__________________________

Dated: February 27, 2015










Appendix A

Asset-backed Transactions and Securities Constituting the Platform
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


EX-34.1 5 dasoexhibit3412014.htm EXHIBIT 34.1 DASO Exhibit 34.1 2014



Exhibit 34.1


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
Board of Directors
Ally Financial Inc.
 
We have examined management’s assertion, included in the accompanying Certification Regarding
Compliance with SEC Regulation AB Servicing Criteria, that Ally Financial Inc. (the “Company”)
complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange
Commission’s Regulation AB for the Consumer Automotive Receivables Platform (the “Consumer
Platform”) as of and for the year ended December 31, 2014, and for the period from the respective dates
of sale for each trust to December 31, 2014, excluding criteria 1122(d)(1)(iii), 1122(d)(1)(iv),
1122(d)(2)(vi), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), which
management has determined are not applicable to the activities performed by the Company with respect
to the Consumer Platform. The Consumer Platform consists of the activities involved in the performance
of servicing functions for all publicly and privately issued retail and lease asset-backed transactions.
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 was conducted in accordance with the standards of 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, including tests on a sample basis of the
servicing activities related to the Consumer Platform, determining whether the Company performed those
selected activities in compliance with the servicing criteria during the specified period, and performing
such other procedures as we considered necessary in the circumstances. Our procedures were limited to
selected servicing activities performed by the Company during the period covered by this report and,
accordingly, such samples may not have included servicing activities related to each asset-backed
transaction included in the Consumer Platform. Further, an examination is not designed to detect
noncompliance arising from errors that may have occurred prior to the period specified above that may
have affected the balances or amounts calculated or reported by the Company during the period covered
by this report. 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.

As described in management’s assertion, for servicing criteria 1122(d)(4)(ii), 1122(d)(4)(iv),
1122(d)(4)(vi), 1122(d)(4)(vii) and 1122(d)(4)(viii), the Company has engaged vendors to perform certain
activities required by these servicing criteria. The Company has determined that the vendors are not
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 servicing criteria applicable to the vendors as permitted
by the SEC’s Compliance and Disclosure Interpretation (“C&DI”) 200.06, Vendors Engaged by Servicers
(C&DI 200.06) (formerly SEC Manual Telephone Interpretation 17.06). 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 the servicing criteria applicable
to the vendors. 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 determination of its eligibility to use C&DI 200.06.

In our opinion, management’s assertion that the Company complied with the aforementioned applicable
servicing criteria as of and for the year ended December 31, 2014, and for the period from the respective
dates of sale for each trust to December 31, 2014, for the Consumer Automotive Receivables Platform is
fairly stated, in all material respects.

/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
 

March 10, 2015  

EX-34.2 6 dasoaart2013-sn1exhibit342.htm EXHIBIT 34.2 DASO AART 2013-SN1 Exhibit 34.2 2014




Exhibit 34.2
Report of Independent Registered Public Accounting Firm

The Board of Directors
Citibank, N.A.:
We have examined management’s assertion, included in the accompanying Management’s Assertion of Compliance, that the Agency and Trust division of Citibank, N.A. (the “Company”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) and certain privately-issued (i.e., for which transaction-level reporting is required pursuant to contractual obligation) automobile loan or lease-backed securities, equipment loan-backed securities and student loan-backed securities issued on or after January 1, 2006, as listed in Appendix A of the accompanying Management’s Assertion of Compliance, for which the Company provides trustee and paying agent services (the “Platform”), except for servicing criteria 1122(d)(1)(i)-1122(d)(1)(iv), 1122(d)(2)(i), 1122(d)(2)(iii), 1122(d)(2)(vi)-1122(d)(2)(vii), 1122(d)(3)(i) and 1122(d)(4)(i)-1122(d)(4)(xv), which the Company has determined are not applicable to the activities it performs with respect to the Platform, as of and for the twelve months ended December 31, 2014. With respect to the Platform, servicing criterion 1122(d)(3)(ii) is applicable only as it relates to remittances. 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 based on our examination.
Our examination was conducted in accordance with the attestation standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities that comprise the Platform, testing selected 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 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 twelve months ended December 31, 2014 is fairly stated, in all material respects.



/s/ KPMG LLP
KPMG LLP

Chicago, Illinois
February 27, 2015 

EX-35.1 7 dasoaart2013-sn1exhibit351.htm EXHIBIT 35.1 DASO AART 2013-SN1 Exhibit 35.1 2014




Exhibit 35.1
  ALLY FINANCIAL INC.
200 Renaissance Center
Detroit, Michigan 48265



As of December 31, 2014
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

Copy To:

 
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

Ladies and Gentlemen:

Reference is made to Section 2.16 of the ACOLT 2013-SN1 Servicing Agreement dated as of June 5, 2013 between Ally Central Originating Lease Trust, and Ally Financial Inc., as Servicer and Custodian (the “Servicer”).

The undersigned does hereby certify that:

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.
   

EX-35.2 8 dasoaart2013-sn1exhibit352.htm EXHIBIT 35.2 DASO AART 2013-SN1 Exhibit 35.2 2014




Exhibit 35.2
  ALLY FINANCIAL INC.
200 Renaissance Center
Detroit, Michigan 48265



As of December 31, 2014
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

Ladies and Gentlemen:

Reference is made to Section 4.01(a) of the Administration Agreement dated as of June 5, 2013 among Ally Financial Inc., as Administrator, Ally Auto Assets LLC, as Depositor, and Ally Auto Receivables Trust 2013-SN1, as Issuing Entity.

The undersigned does hereby certify that:

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.