þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 68-0651984 | |
(State or Other Jurisdiction of Incorporation of issuing entity) | (I.R.S. Employer Identification No. of issuing entity) |
c/o U.S. Bank Trust National Association, as owner trustee 300 Delaware Ave., 9th Floor Wilmington, Delaware |
19801 | |
(Address of Principal Executive Offices of issuing entity) | (Zip Code) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ (Do not check if a smaller reporting company) | Smaller reporting company o |
Item 1. | Business |
Item 1A. | Risk Factors |
Item 2. | Properties |
Item 3. | Legal Proceedings |
Item 4. | [Reserved] |
Item 1B. | Unresolved Staff Comments. |
Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
Item 6. | Selected Financial Data |
Item 7. | Managements 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 Procedures |
Item 9B. | Other Information. |
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 Accountant Fees and Services |
1
Item 1117 | of Regulation AB. Legal Proceedings. |
Item 1119 | of Regulation AB. Affiliations and Certain Relationships and Related Transactions. |
Item 1122 | of Regulation AB. Compliance with Applicable Servicing Criteria. |
Item 1123 | of Regulation AB. Servicing Compliance Statement. |
2
Item 15. | Exhibits and Financial Statement Schedules. |
(a) | The following documents are filed as part of this report |
(1) | Not applicable. | ||
(2) | Not applicable. | ||
(3) | See Item 15(b) below. |
(b) | Exhibits Required by Item 601 of Regulation S-K |
Exhibit Number | Description | |
3.1
|
Articles of Organization, as amended, of Chrysler Financial Services Americas LLC (Chrysler Financial) (included in Exhibit 3.1 to the Registration Statement on Form S-3, No. 333-163025, as filed with the Securities and Exchange Commission (the Commission) on December 15, 2009, which is incorporated herein by reference). | |
3.2
|
Fourth Amended and Restated Limited Liability Company Operating Agreement of Chrysler Financial dated as of October 25, 207 and Amendment Number One thereto dated as of January 15, 2009 (included in Exhibit 3.2 to Chrysler Financials Form 8-K, as filed with the Commission on January 21, 2010, which is incorporated herein by reference). | |
4.1
|
Indenture, dated as of September 29, 2010, between Chrysler Financial Auto Securitization Trust 2010-A (the Trust) and Wells Fargo Bank, National Association (Wells Fargo), as indenture trustee (the Indenture Trustee) (included in Exhibit 4.1 to the Trusts Form 8-K, as filed with the Commission on September 29, 2010, which is incorporated herein by reference). | |
4.2
|
Amended and Restated Trust Agreement, dated as of September 29, 2010, between Chrysler Financial and U.S. Bank Trust National Association, as owner trustee (included in Exhibit 4.2 to the Trusts Form 8-K, as filed with the Commission on September 29, 2010, which is incorporated herein by reference). | |
10.1
|
Sale and Servicing Agreement, dated as of September 29, 2010, among Chrysler Financial, as servicer, the Trust and Wells Fargo, as backup servicer (included in Exhibit 10.1 to the Trusts Form 8-K, as filed with the Commission on September 29, 2010, which is incorporated herein by reference). | |
31.1
|
Certification of Chrysler Financial pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
33.1
|
Report on Assessment of Compliance with Servicing Criteria for Chrysler Financial. | |
33.2
|
Report on Assessment of Compliance with Servicing Criteria for Wells Fargo. | |
34.1
|
Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria relating to Chrysler Financial. | |
34.2
|
Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria relating to Wells Fargo. | |
35.1
|
Servicer Compliance Statement of Chrysler Financial. | |
99.1
|
Administration Agreement, dated as of September 29, 2010, among Chrysler Financial, the Indenture Trustee and the Trust (included in Exhibit 99.1 to the Trusts Form 8-K, as filed with the Commission on September 29, 2010, which is incorporated herein by reference). | |
99.2
|
Purchase Agreement, dated as of September 29, 2010, between Chrysler Financial and Chrysler Residual Holdco LLC (included in Exhibit 99.2 to the Trusts Form 8-K, as filed with the Commission on September 29, 2010, which is incorporated herein by reference). |
(c) | Not applicable. |
3
Chrysler Financial Auto Securitization Trust 2010-A | ||||
(Issuing entity) |
||||
By: | Chrysler Financial Services Americas LLC | |||
(Servicer) | ||||
By: | /s/ L.F. Guindi | |||
L.F. Guindi | ||||
Vice President and Treasurer (senior officer of Servicer in charge of servicing function) |
||||
4
Exhibit Number | Description | |
3.1
|
Articles of Organization, as amended, of Chrysler Financial Services Americas LLC (Chrysler Financial) (included in Exhibit 3.1 to the Registration Statement on Form S-3, No. 333-163025, as filed with the Securities and Exchange Commission (the Commission) on December 15, 2009, which is incorporated herein by reference). | |
3.2
|
Fourth Amended and Restated Limited Liability Company Operating Agreement of Chrysler Financial dated as of October 25, 207 and Amendment Number One thereto dated as of January 15, 2009 (included in Exhibit 3.2 to Chrysler Financials Form 8-K, as filed with the Commission on January 21, 2010, which is incorporated herein by reference). | |
4.1
|
Indenture, dated as of September 29, 2010, between Chrysler Financial Auto Securitization Trust 2010-A (the Trust) and Wells Fargo Trust Company Americas (Wells Fargo), as indenture trustee (the Indenture Trustee) (included in Exhibit 4.1 to the Trusts Form 8-K, as filed with the Commission on September 29, 2010, which is incorporated herein by reference). | |
4.2
|
Amended and Restated Trust Agreement, dated as of September 29, 2010, among Chrysler Financial and U.S. Bank Trust National Association, as owner trustee (included in Exhibit 4.2 to the Trusts Form 8-K, as filed with the Commission on September 29, 2010, which is incorporated herein by reference). | |
10.1
|
Sale and Servicing Agreement, dated as of September 29, 2010, among Chrysler Financial, as servicer, the Trust and Wells Fargo, as backup servicer (included in Exhibit 10.1 to the Trusts Form 8-K, as filed with the Commission on September 29, 2010, which is incorporated herein by reference). | |
31.1
|
Certification of Chrysler Financial pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
33.1
|
Report on Assessment of Compliance with Servicing Criteria for Chrysler Financial. | |
33.2
|
Report on Assessment of Compliance with Servicing Criteria for Wells Fargo. | |
34.1
|
Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria relating to Chrysler Financial. | |
34.2
|
Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria relating to Wells Fargo. | |
35.1
|
Servicer Compliance Statement of Chrysler Financial. | |
99.1
|
Administration Agreement, dated as of September 29, 2010, among Chrysler Financial, the Indenture Trustee and the Trust (included in Exhibit 99.1 to the Trusts Form 8-K, as filed with the Commission on September 29, 2010, which is incorporated herein by reference). | |
99.2
|
Purchase Agreement, dated as of September 29, 2010, between Chrysler Financial and Chrysler Residual Holdco LLC (included in Exhibit 99.2 to the Trusts Form 8-K, as filed with the Commission on September 29, 2010, which is incorporated herein by reference). |
5
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 Chrysler Financial Auto Securitization Trust 2010-A (the Exchange Act periodic reports); |
2. | Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports; |
4. | I am responsible for reviewing the activities performed by the servicer and based on my knowledge and the compliance review conducted in preparing the servicer compliance statement required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicer has fulfilled its obligations under the servicing agreement in all material respects; and |
5. | All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K. |
/s/ L.F. Guindi | ||||
L.F. Guindi | ||||
Vice President and Treasurer of Chrysler Financial Services Americas LLC, as servicer (senior officer in charge of servicing function) |
1. | Chrysler Financial Services Americas LLC (Chrysler Financial) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB of the Securities and Exchange Commission, as of and for the twelve months ended December 31, 2010 (the Reporting Period), as set forth in Appendix A hereto. The transactions covered by this report include publicly and privately issued asset-backed securities transactions involving United States consumer automotive retail installment sale contracts for which Chrysler Financial acts as servicer (the Platform); |
2. | Chrysler Financial 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 Chrysler Financial 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, Chrysler Financial 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 in Appendix A hereto are inapplicable to Chrysler Financial based on the activities it performs, directly or through its Vendors, with respect to the Platform; |
5. | Chrysler Financial has complied, in all material respects, with the applicable servicing criteria as of December 31, 2010 and for the Reporting Period with respect to the Platform taken as a whole; |
6. | Chrysler Financial 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, 2010 and for the Reporting Period with respect to the Platform taken as a whole; |
7. | Chrysler Financial 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, 2010 and for the Reporting Period with respect to the Platform taken as a whole; and |
8. | KPMG LLP, an independent registered public accounting firm, has issued an attestation report on Chrysler Financials Certification Regarding Compliance with Applicable Servicing Criteria as of December 31, 2010 and for the Reporting Period. |
March 15, 2011 | Chrysler Financial Services Americas LLC | |||
By: | /s/ Laurence F. Guindi | |||
Laurence F. Guindi | ||||
Vice President and Treasurer | ||||
INAPPLICABLE | ||||||||
APPLICABLE | SERVICING | |||||||
SERVICING CRITERIA | SERVICING CRITERIA | CRITERIA | ||||||
Performed | ||||||||
By | NOT performed | |||||||
Vendor(s) | by Chrysler | |||||||
for which | Financial or by | |||||||
Performed | Chrysler | subservicer(s) | ||||||
Directly | Financial is | or vendor(s) | ||||||
by | the | retained by | ||||||
Chrysler | Responsible | Chrysler | ||||||
Reference | Criteria | Financial | Party | Financial | ||||
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 partys 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. | X | 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 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 | ||||||
INAPPLICABLE | ||||||||
APPLICABLE | SERVICING | |||||||
SERVICING CRITERIA | SERVICING CRITERIA | CRITERIA | ||||||
Performed | ||||||||
By | NOT performed | |||||||
Vendor(s) | by Chrysler | |||||||
for which | Financial or by | |||||||
Performed | Chrysler | subservicer(s) | ||||||
Directly | Financial is | or vendor(s) | ||||||
by | the | retained by | ||||||
Chrysler | Responsible | Chrysler | ||||||
Reference | Criteria | Financial | Party | Financial | ||||
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 | ||||||
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 trustees 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 Servicers 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 | X | |||||
1122(d)(4)(ii)
|
Pool assets and related documents are safeguarded as required by the transaction agreements | X | 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 Servicers 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 | ||||||
INAPPLICABLE | ||||||||
APPLICABLE | SERVICING | |||||||
SERVICING CRITERIA | SERVICING CRITERIA | CRITERIA | ||||||
Performed | ||||||||
By | NOT performed | |||||||
Vendor(s) | by Chrysler | |||||||
for which | Financial or by | |||||||
Performed | Chrysler | subservicer(s) | ||||||
Directly | Financial is | or vendor(s) | ||||||
by | the | retained by | ||||||
Chrysler | Responsible | Chrysler | ||||||
Reference | Criteria | Financial | Party | Financial | ||||
1122(d)(4)(v)
|
The Servicers records regarding the pool assets agree with the Servicers records with respect to an obligors unpaid principal balance. | X | ||||||
1122(d)(4)(vi)
|
Changes with respect to the terms or status of an obligors 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 | 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 entitys activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). | X | ||||||
1122(d)(4)(ix)
|
Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. | X | ||||||
1122(d)(4)(x)
|
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligors 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 asset, 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 Servicers funds and not charged to the obligor, unless the late payment was due to the obligors error or omission. | X | ||||||
1122(d)(4)(xiii)
|
Disbursements made on behalf of an obligor are posted within two business days to the obligors 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 |
WELLS FARGO BANK, National Association |
||||
By: | /s/ Brian Bartlett | |||
Brian Bartlett | ||||
Its: Executive Vice President | ||||
1. | Chrysler Financial Services Americas LLC (Chrysler Financial) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB of the Securities and Exchange Commission, as of and for the twelve months ended December 31, 2010 (the Reporting Period), as set forth in Appendix A hereto. The transactions covered by this report include publicly and privately issued asset-backed securities transactions involving United States consumer automotive retail installment sale contracts for which Chrysler Financial acts as servicer (the Platform); | |
2. | Chrysler Financial 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 Chrysler Financial 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, Chrysler Financial 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 in Appendix A hereto are inapplicable to Chrysler Financial based on the activities it performs, directly or through its Vendors, with respect to the Platform; | |
5. | Chrysler Financial has complied, in all material respects, with the applicable servicing criteria as of December 31, 2010 and for the Reporting Period with respect to the Platform taken as a whole; | |
6. | Chrysler Financial 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, 2010 and for the Reporting Period with respect to the Platform taken as a whole; | |
7. | Chrysler Financial 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, 2010 and for the Reporting Period with respect to the Platform taken as a whole; and | |
8. | KPMG LLP, an independent registered public accounting firm, has issued an attestation report on Chrysler Financials Certification Regarding Compliance with Applicable Servicing Criteria as of December 31, 2010 and for the Reporting Period. |
March 15, 2011 | Chrysler Financial Services Americas LLC |
|||
By: | /s/ Laurence F. Guindi | |||
Laurence F. Guindi | ||||
Vice President and Treasurer |
INAPPLICABLE | ||||||||
APPLICABLE | SERVICING | |||||||
SERVICING CRITERIA | SERVICING CRITERIA | CRITERIA | ||||||
NOT performed by | ||||||||
Performed by | Chrysler Financial | |||||||
Vendor(s) | or by | |||||||
Performed | for which | subservicer(s) or | ||||||
Directly | Chrysler Financial | vendor(s) retained | ||||||
by | is the Responsible | by Chrysler | ||||||
Reference | Criteria | Chrysler Financial | Party | Financial | ||||
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 partys 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. | X | 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 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 |
INAPPLICABLE | ||||||||
APPLICABLE | SERVICING | |||||||
SERVICING CRITERIA | SERVICING CRITERIA | CRITERIA | ||||||
NOT performed by | ||||||||
Performed by | Chrysler Financial | |||||||
Vendor(s) | or by | |||||||
Performed | for which | subservicer(s) or | ||||||
Directly | Chrysler Financial | vendor(s) retained | ||||||
by | is the Responsible | by Chrysler | ||||||
Reference | Criteria | Chrysler Financial | Party | Financial | ||||
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 | ||||||
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 trustees 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 Servicers 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 | X | |||||
1122(d)(4)(ii)
|
Pool assets and related documents are safeguarded as required by the transaction agreements | X | 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 Servicers 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 |
INAPPLICABLE | ||||||||
APPLICABLE | SERVICING | |||||||
SERVICING CRITERIA | SERVICING CRITERIA | CRITERIA | ||||||
NOT performed by | ||||||||
Performed by | Chrysler Financial | |||||||
Vendor(s) | or by | |||||||
Performed | for which | subservicer(s) or | ||||||
Directly | Chrysler Financial | vendor(s) retained | ||||||
by | is the Responsible | by Chrysler | ||||||
Reference | Criteria | Chrysler Financial | Party | Financial | ||||
1122(d)(4)(v)
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The Servicers records regarding the pool assets agree with the Servicers records with respect to an obligors unpaid principal balance. | X | ||||||
1122(d)(4)(vi)
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Changes with respect to the terms or status of an obligors 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)
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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 | X | |||||
1122(d)(4)(viii)
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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 entitys activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). | X | ||||||
1122(d)(4)(ix)
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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)
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Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligors 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 asset, or such other number of days specified in the transaction agreements. | X | ||||||
1122(d)(4)(xi)
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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)
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Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicers funds and not charged to the obligor, unless the late payment was due to the obligors error or omission. | X | ||||||
1122(d)(4)(xiii)
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Disbursements made on behalf of an obligor are posted within two business days to the obligors records maintained by the Servicer, or such other number of days specified in the transaction agreements. | X | ||||||
1122(d)(4)(xiv)
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Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. | X | ||||||
1122(d)(4)(xv)
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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 |
By: | /s/ L.F. Guindi | |||
L.F. Guindi | ||||
Vice President and Treasurer of Chrysler Financial Services Americas LLC, as servicer of Chrysler Financial Auto Securitization Trust 2010-A |
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