10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended: October 31, 2011

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: 333-163025-01

Commission File Number of depositor: 333-163025

Chrysler Financial Auto

Securitization Trust 2010-A

(Exact name of issuing entity as specified in its charter)

TD Auto Finance LLC

(Exact name of depositor and sponsor as specified in its charter)

Delaware	20-2614244
(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)

(302) 622-8163

(Telephone number, including area code, of issuing entity)

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    ¨  Yes    x  No

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

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.    x  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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ¨  Yes    x  No (The registrant is not required to submit such files)

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the 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.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or-non-accelerated filer. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

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

State the aggregate market value of the voting and non-voting common equity held by nonaffiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. Not applicable.

PART I

The following Items have been omitted in accordance with General Instruction J(1) to Form 10-K:

Item 1. Business

Item 1A. Risk Factors

Item 2. Properties

Item 3. Legal Proceedings

Item 4. [Reserved]

Item 1B. Unresolved Staff Comments.

Nothing to report.

PART II

The following Items have been omitted in accordance with General Instruction J(1) to Form 10-K:

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 Procedures

Item 9B. Other Information.

Nothing to report.

PART III

The following Items have been omitted in accordance with General Instruction J(1) to Form 10-K:

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

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PURSUANT TO GENERAL INSTRUCTION J(2) THE FOLLOWING SUBSTITUTE INFORMATION IS BEING PROVIDED IN THIS REPORT ON FORM 10-K:

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

Nothing to report.

Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, except for Certain Derivatives Instruments – Financial Information Regarding Significant Enhancement Providers.

Nothing to report.

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

Nothing to report.

Item 1117 of Regulation AB. Legal Proceedings.

Nothing to report.

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.

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

Each of TD Auto Finance LLC (“TDAF”) and Wells Fargo Bank, National Association (“Wells Fargo,” together with TDAF, each, a “Servicing Participant”) has been identified by the registrant as a party participating in the servicing function during the reporting period with respect to the pool assets held by the issuing entity. Each Servicing Participant has completed a report on an assessment of compliance with the servicing criteria applicable to such Servicing Participant (each, a “Report on Assessment”) as of December 31, 2011 and for the reporting period, which Reports on Assessment are attached as Exhibits 33.1 and 34.1 to this report on Form 10-K. In addition, each Servicing Participant has provided an attestation report (each, an “Attestation Report”) by a registered independent public accounting firm on its Report on Assessment. The Attestation Reports are attached as Exhibits 33.2 and 34.2 to this report on Form 10-K.

Neither the Report on Assessment nor the Attestation Report for TDAF has identified any material instances of noncompliance with the servicing criteria described in such Report on Assessment as being applicable to TDAF.

The Report on Assessment and the Attestation Report for Wells Fargo has identified several material instances of noncompliance with the servicing criteria described in such Report on Assessment as being applicable to Wells Fargo. Those material instances of noncompliance are as follows:

• With respect to servicing criterion 1122(d)(3)(i)(B), certain reports to investors did not provide information calculated in accordance with the terms specified in the transaction agreements.

• With respect to servicing criterion 1122(d)(3)(ii), certain amounts due to investors were not allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.

2

To the knowledge of the issuing entity, none of those material instances of noncompliance relate to any asset-backed securities issued by the issuing entity.

Item 1123 of Regulation AB. Servicing Compliance Statement.

The information required by this item is attached as Exhibit 35.1.

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PART IV

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 TD Auto Finance LLC (“TDAF”).
3.2	Sixth Amended and Restated Limited Liability Company Operating Agreement of TDAF dated as of April 1, 2011 (included in Exhibit 3.3 to TDAF’s Form 8-K, as filed with the Securities and Exchange Commission (the “Commission”) on April 5, 2011, 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 Trust’s 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 TDAF and U.S. Bank Trust National Association, as owner trustee (included in Exhibit 4.2 to the Trust’s 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 TDAF, as servicer, the Trust and Wells Fargo, as backup servicer (included in Exhibit 10.1 to the Trust’s Form 8-K, as filed with the Commission on September 29, 2010, which is incorporated herein by reference).
31.1	Certification of TDAF pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
33.1	Report on Assessment of Compliance with Servicing Criteria for TDAF.
33.2	Report on Assessment of Compliance with Servicing Criteria for Wells Fargo.
34.1	Attestation Report of Ernst & Young LLP on Assessment of Compliance with Servicing Criteria relating to TDAF.
34.2	Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria relating to Wells Fargo.
35.1	Servicer Compliance Statement of TDAF.
99.1	Administration Agreement, dated as of September 29, 2010, among TDAF, the Indenture Trustee and the Trust (included in Exhibit 99.1 to the Trust’s 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 TDAF and Chrysler Residual Holdco LLC (included in Exhibit 99.2 to the Trust’s Form 8-K, as filed with the Commission on September 29, 2010, which is incorporated herein by reference).

(c) Not applicable.

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SUPPLEMENTAL INFORMATION TO BE FURNISHED

WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF

THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED

SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

No annual report to security holders, proxy statement, form of proxy or other proxy soliciting material has been sent to any security holders or is anticipated to be furnished to security holders subsequent to the filing of this annual report on Form 10-K.

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SIGNATURES

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.

Chrysler Financial Auto Securitization Trust 2010-A
(Issuing entity)
By:	TD Auto Finance LLC
	(Servicer)
	By:	/s/ L.F. Guindi
		L.F. Guindi
		Vice President and Treasurer
		(senior officer of Servicer in charge of servicing function)

Dated: March 23, 2012

6

EXHIBIT INDEX

Exhibit Number	Description
3.1	Articles of Organization, as amended, of TD Auto Finance LLC (“TDAF”).
3.2	Sixth Amended and Restated Limited Liability Company Operating Agreement of TDAF dated as of April 1, 2011 (included in Exhibit 3.3 to TDAF’s Form 8-K, as filed with the Securities and Exchange Commission on April 5, 2011, 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 Trust’s 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 TDAF and U.S. Bank Trust National Association, as owner trustee (included in Exhibit 4.2 to the Trust’s 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 TDAF, as servicer, the Trust and Wells Fargo, as backup servicer (included in Exhibit 10.1 to the Trust’s Form 8-K, as filed with the Commission on September 29, 2010, which is incorporated herein by reference).
31.1	Certification of TDAF pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
33.1	Report on Assessment of Compliance with Servicing Criteria for TDAF.
33.2	Report on Assessment of Compliance with Servicing Criteria for Wells Fargo.
34.1	Attestation Report of Ernst & Young LLP on Assessment of Compliance with Servicing Criteria relating to TDAF.
34.2	Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria relating to Wells Fargo.
35.1	Servicer Compliance Statement of TDAF.
99.1	Administration Agreement, dated as of September 29, 2010, among TDAF, the Indenture Trustee and the Trust (included in Exhibit 99.1 to the Trust’s 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 TDAF and Chrysler Residual Holdco LLC (included in Exhibit 99.2 to the Trust’s Form 8-K, as filed with the Commission on September 29, 2010, which is incorporated herein by reference).

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EX-3.1

Exhibit 3.1

This is to Certify that the annexed copy has been compared by me with the record on file in this Department and that the same is a true copy thereof.

This certificate is in due form, made by me as the proper officer, and is entitled to have full faith and credit given it in every court and office within the United States.

	In testimony whereof, I have hereunto set my hand, in the City of Lansing, this 1st day of April, 2011
		Director
	Bureau of Commercial Services

GOLD SEAL APPEARS ONLY ON ORIGINAL

BCS/CD-700 (Rev. 12/03)

MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH
BUREAU OF COMMERCIAL SERVICES
Date Received MAR 17 2005	(FOR BUREAU USE ONLY)
	This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.	FILED
		MAR 18 2005 Administrator BUREAU OF COMMERCIAL SERVICES
517-663-2525 Ref # 50784
Attn: Cheryl J. Bixby
MICHIGAN RUNNER SERVICE
P.O. Box 266
Eaton Rapids, MI 48827		EFFECTIVE DATE:

Ç Document will be returned to the name and address you enter above. If left blank document will be mailed to the registered office. È

ARTICLES OF ORGANIZATION For use by Domestic Limited Liability Companies	B 16 - 54L
(Please read information and instructions on last page)

Pursuant to the provisions of Act 23, Public Acts of 1993, the undersigned execute the following Articles:

ARTICLE I

The name of the limited liability company is:     DaimlerChrysler Financial Services Americas LLC                                                 

ARTICLE II

The purpose or purposes for which the limited liability company is formed is to engage in any activity within the purposes for which a limited liability company may be formed under the Limited Liability Company Act of Michigan.

ARTICLE III

The duration of the limited liability company if other than perpetual is:                                                                                           

ARTICLE IV

1.	The street address of the location of the registered office is:
	30600 Telegraph Road	Bingham Farms	, Michigan	48025
	(Street, Address)	(City)		(ZIP Code)
2.	The mailing address of the registered office if different than above:
			, Michigan
	(Street Address or P.O. Box)	(City)		(ZIP Code)
3.	The name of the resident agent at the registered office is:	The Corporation Company

ARTICLE V (Insert any desired additional provision authorized by the Act: attach additional pages if needed.)

The business of the limited liability company is to be managed by one or more managers instead of by its members.

	Signed this 16th day of		March	,  2005
	By
		Signature(s) of Organizer(s)
	Steven C. Poling
		(Type or Print Name(s) of Organizer(s)

GOLD SEAL APPEARS ONLY ON ORIGINAL

BCS/CD-841 (Rev. 12/03)

MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES
Date Received                 MAY 04 2005	(FOR BUREAU USE ONLY)
	This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.		FILED May 04 2005
Name		6357731 SO	Administrator
The Corporation Company			BUREAU OF COMMERCIAL
Address 30600 Telegraph Rd Ste. 2345			SERVICES
City	State	Zip Code	EXPIRATION DATE:
Bingham Farms,        MI        48025			DECEMBER 31, 2010

Ç	Document will be returned to the name and address you enter above.	È
	If left blank document will be mailed to the registered office.

CERTIFICATE OF ASSUMED NAME

For use by Corporations, Limited Partnerships and Limited Liability Companies

(Please read information and instructions on reverse side)

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213, Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993 (limited liability companies), the corporation, limited partnership, or limited liability company in item one executes the following Certificate:

1.	The name of the corporation, limited partnership, or limited liability company is:
	DaimlerChrysler Financial Services Americas LLC

2. The identification number assigned by the Bureau is:   B1654L

3.	The assumed name under which business is to be transacted is:
	Mercedes-Benz Financial

  4.   This document is hereby signed as required by the Act.

COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

	Signed this     28th day of     April			,  2005
	By
		(Signature)
	Paul E. Knauss		Manager
	(Type or Print Name)		(Type or Print Title or Capacity)
	(Limited Partnerships Only – Indicate Name of General Partner if the General Partner is a corporation or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL

BCS/CD-541 (Rev. 12/03)

MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES
Date Received MAY 25 2005	(FOR BUREAU USE ONLY)
	This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.		FILED MAY 25 2005
			Administrator
Name         CT Corporation		6365050 30	BUREAU OF COMMERCIAL SERVICES
Address         30600 Telegraph Rd.         Suite 2345
City         Bingham Farms,	State MI	Zip Code 48025	EXPIRATION DATE:             DECEMBER 31, 2010

Ç	Document will be returned to the name and address you enter above.	È
	If left blank document will be mailed to the registered office.

CERTIFICATE OF ASSUMED NAME

For use by Corporations, Limited Partnerships and Limited Liability Companies

(Please read information and instructions on reverse side)

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213, Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993 (limited liability companies), the corporation, limited partnership, or limited liability company in item one executes the following Certificate:

1.	The name of the corporation, limited partnership, or limited liability company is:
	DaimlerChrysler Financial Services Americas LLC

    2. The identification number assigned by the Bureau is:   B1654L

3.	The assumed name under which business is to be transacted is:
	DaimlerChrysler Truck Financial

    4. This document is hereby signed as required by the Act.

COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

	Signed this 11th day of		May	, 2005
	By
		(Signature)
	Paul E. Knauss                                                     Manager
		(Type or Print Name)                                                         (Type or Print Title or Capacity)
	(Limited Partnerships Only - Indicate Name of General Partner if the General Partner is a corporation or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL

BCS/CD-750 (Rev 12/03)

MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH
BUREAU OF COMMERCIAL SERVICES
Date Received	(FOR BUREAU USE ONLY) Adjusted pursuant to telephone authorization
NOV 15 2005	This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.		FILED NOV 15 2005
Name		6501212 SO	Administrator
CT Corporation System			BUREAU OF COMMERCIAL SERVICES
Address
30600 Telegraph Road, Suite 2345			EFFECTIVE DATE: 1-1-06
City                                                         State Bingham Farms                                 MI		Zip Code 48025	Expiration date for new assumed names: December 31,
			Expiration date for transferred assumed names appear in Item 7

Ç	Document will be returned to the name and address you enter above.	È
	If left blank document will be mailed to the registered office.

CERTIFICATE OF MERGER

For use by Limited Liability Companies

(Please read information and instructions on last page)

Pursuant to the provisions of Act 23, Public Acts of 1993, the undersigned limited liability companies execute the following Certificate of Merger:

1.	The name of each constituent limited liability company and their identification numbers are:
	DaimlerChrysler Services North America LLC		B67453
	DaimlerChrysler Financial Services Americas LLC		B1654L
2.	The name of the surviving limited liability company and its identification number is:
	DaimlerChrysler Financial Services Americas LLC		B1654L
3.	Check one of the following:
	x	There are no changes to be made to the Articles of Organization of the surviving limited liability company.
	¨	The amendments to the Articles, or a restatement of the Articles, of the surviving limited liability company to be effected by the merger are as follows:

GOLD SEAL APPEARS ONLY ON ORIGINAL

4.      Other provisions with respect to the merger are as follows:

5.      Complete only if an effective date is desired other than the date of filing. This date must be no more than 90 days after receipt of this document in this office.

The merger shall be effective on the 1st day of January, 2006 (at 12:01 a.m.)

6.      The Plan of Merger was approved by the members of each constituent limited liability company in accordance with section 702(1).

7.      The merger is permitted by the law of the jurisdiction under whose law each foreign constituent company is organized and each foreign constituent company has complied with that law in effecting the merger.

8.      The assumed names being transferred to continue for the remaining effective period of the Certificate of Assumed Name on file prior to the merger are:
Assumed name	LLC transferred from		Expiration date
Chrysler Financial	DaimlerChrysler Services North		December 31, 2010
	America	LLC

9.      No survivor name as new assumed names under which business is to be conducted are:

This Certificate is hereby signed as required by Section 103 of the Act.

Signed this 15th day of November, 2005		Signed this 15th day of November, 2005
DaimlerChrysler Services North Americas LLC		DaimlerChrysler Financial Services Americas LLC
(Name of Limited Liability Company)		(Name of Limited Liability Company)
By		By
(Signature of Member, Manager or Authorized Agent)		(Signature of Member, Manager or Authorized Agent)
Paul E. Knauss, Manager		Paul E. Knauss, Manager
(Type or Print Name and Capacity)		(Type or Print Name and Capacity)

GOLD SEAL APPEARS ONLY ON ORIGINAL

BCS/CD-550m (Rev. 12/05)
MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES
Date Received	(FOR BUREAU USE ONLY)
MAR 27 2006				FILED MAR 28 2006 Administrator BUREAU OF COMMERCIAL SERVICES
	This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.
Name			6601285  SO
CT Corporation System
Address
30600 Telegraph Road, Suite 2345				EFFECTIVE DATE:  3/31/06
City		State	Zip Code	Expiration date for new assumed names:  December 31,
Bingham Farms		MI	48025	Expiration date for transferred assumed names appear in item 6
Ç  Document will be returned to the name and address you enter above  È If left blank document will be mailed to the registered office.

CERTIFICATE OF MERGER

Cross Entity Merger for use by Profit Corporations, Limited Liability Companies

and Limited Partnerships

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 23, Public Acts of 1993 (limited liability companies) and Act 213, Public Acts of 1982 (limited partnerships), the undersigned entities execute the following Certificate of Merger:

1.	The Plan of Merger (Consolidation) is as follows:
	a.	The name of each constituent entity and its identification number is:
	DaimlerChrysler Financial Services Americas LLC		B1654L
	See Attachment A
	b.	The name of the surviving (new) entity and its identification number is:
	DaimlerChrysler Financial Services Americas LLC		B1654L
	Corporations and Limited Liability Companies provide the street address of the survivor’s principal place of business:
	27777 Inkster Rd., Farmington Hills, MI 48334

2.	(Complete only if an effective date is desired other than the date of filing. The date must be no more than 90 days after the receipt of this document in this office.)
	(at 11:58 p.m.)
	The merger (consolidation) shall be effective on the         31st         day of                 March                ,         2006        .

GOLD SEAL APPEARS ONLY ON ORIGINAL

3. Complete for Profit Corporations only

For each constituent stock corporation, state:
Name of corporation	Designation and number of outstanding shares in each class or series	Indicate class or series of shares entitled to vote	Indicate class or series entitled to vote as a class
See Attachment A
If the number of shares is subject to change prior to the effective date of the merger or consolidation, the manner in which the change may occur is as follows:

The manner and basis of converting shares are as follows:

Upon the effectiveness of this merger, all of the shares of the corporations listed on Attachment A will be cancelled for no consideration.

The amendments to the Articles, or a restatement of the Articles, of the surviving corporation to be effected by the merger are as

follows:

N/A

The Plan of Merger will be furnished by the surviving profit corporation, on request and without cost, to any shareholder of any

constituent profit corporation.

The merger is permitted by the state or country under whose law it is incorporated and each foreign corporation has complied with that law in effecting the merger.

(Complete either Section (a) or (b) for each corporation)
	a)	The Plan of Merger was approved by the majority consent of the Incorporators of                                                                                                                                                               , a Michigan corporation which has not commenced business, has not issued any shares, and has not elected a Board of Directors.
		(Signature of Incorporator)	(Type or Print Name)	(Signature of Incorporator)	(Type or Print Name)
		(Signature of Incorporator)	(Type or Print Name)	(Signature of Incorporator)	(Type or Print Name)
	b)	The plan of merger was approved by:
		¨       the Board of Directors of                                                                              , the surviving Michigan corporation, without approval of the shareholders in accordance with Section 703a of the Act.
		¨       the Board of Directors and the shareholders of the following Michigan corporation(s) in accordance with Section 703a of the Act.

By		By
	(Signature of Authorized Officer or Agent)		(Signature of Authorized Officer or Agent)
	(Type or print name)		(Type or print name)
	(Name of Corporation)		(Name of Corporation)

GOLD SEAL APPEARS ONLY ON ORIGINAL

4. Complete for any Limited Liability Companies only

Check one of the following if the limited liability company is the survivor.
x	There are no changes to be made to the Articles of Organization of the surviving limited liability company.
¨	The amendments to the Articles, or a restatement of the Articles, of the surviving limited liability company to be effected by the merger are as follows:

The manner and basis of converting the membership interests are as follows:

The membership interests in DaimlerChrysler Financial Services Americas LLC will be unaffected by the merger.

The Plan of Merger was approved by the members of each constituent limited liability company in accordance with section 702(1).

The Plan of Merger was approved by the members of each domestic limited liability company in accordance with section 705a(5) and by each constituent business organization in the manner provided by the laws of the jurisdiction in which it is organized.

For each limited liability company involved in the merger, this document is signed in accordance with Section 103 of the Act.

Signed this 24th day of		March	, 2006
By
	(Signature of Member, Manager or Authorized Agent)
Paul E. Knauss,  Manager
	(Type or Print Name and Capacity)
DaimlerChrysler Financial Services Americas LLC
	(Name of Limited Liability Company)

Signed this          day of		,
By
	(Signature of Member, Manager or Authorized Agent)
(Type or Print Name and Capacity BCS/CD-550m (Rev. 5/03) BSC/CD-550m (Rev. 5/03))
	(Name of Limited Liability Company)

GOLD SEAL APPEARS ONLY ON ORIGINAL

Attachment A

1. The Plan of Merger (Consolidation) is as follows

a. The name of each constituent entity and its identification number is:

EFH Leasing Corporation

Fresno Biomass Power Corporation

Jasmin EOR Cogeneration Corporation

POSO EOR Cogeneration Corporation

Rocklin Biomass Power Corporation

Sovereign Crest Properties, Inc.

3. Complete for Profit Corporations only

For each constituent stock corporation, state

Name of Corporation	Designation and number of outstanding shares in each class or series	Indicate class or series of shares entitled to vote	Indicate class or series entitled to rate as a class
EFH Leasing Corporation	Common/1,000	NA	NA
Fresno Biomass Power Corporation	Common/100	NA	NA
Jasmin EOR Cogeneration Corporation	Common/100	NA	NA
POSO EOR Cogeneration Corporation	Common/100	NA	NA
Rocklin Biomass Power Corporation	Common/100	NA	NA
Sovereign Crest Properties, Inc.	Common/100	NA	NA

GOLD SEAL APPEARS ONLY ON ORIGINAL

BCS/CD-550m (Rev. 12/05)
MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES
Date Received	(FOR BUREAU USE ONLY)
			FILED MAR 29 2007 Administrator BUREAU OF COMMERCIAL SERVICES
MAR 29 2007	This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.
Name		6888340 SO
CT Corporation System
Address
30600 Telegraph Rd ste. 2345
City	State                         Zip Code		EFFECTIVE DATE:  3/31/07
Bingham Farms, MI 48025			Expiration date for new assumed names:  December 31,
Ç    Document will be returned to the name and address you enter above    È If left blank document will be mailed to the registered office.			Expiration date for transferred assumed names appear in Item 6

CERTIFICATE OF MERGER

Cross Entity Merger for use by Profit Corporations, Limited Liability Companies

and Limited Partnerships

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 23, Public Acts of 1993 (limited liability companies) and Act 213, Public Acts of 1982 (limited partnerships), the undersigned entities execute the following Certificate of Merger:

1.	The Plan of Merger (Consolidation) is as follows:
	a.	The name of each constituent entity and its identification number is:
	DaimlerChrysler Financial Services Americas LLC		B1654L
	See Attachment A
	b.	The name of the surviving (new) entity and its identification number is:
	DaimlerChrysler Financial Services Americas LLC		B1654L
	Corporations and Limited Liability Companies provide the street address of the survivor’s principal place of business:
		27777 Inkster Rd., Farmington Hills, MI 48334

2.	(Complete only if an effective date is desired other than the date of filing. The date must be no more than 90 days after the receipt of this document in this office.)
		(at 11:58 p.m.)
	The merger (consolidation) shall be effective on the     31st     day of                 March                ,         2007        .

GOLD SEAL APPEARS ONLY ON ORIGINAL

Attachment A

1. The Plan of Merger (Consolidation) is as follows

a. The name of each constituent entity and its identification number is:

Elspeth Pacific, Inc.

Chrysler Meadowcroft Corporation

Whitewater Holdings, Inc.

3. Complete for Profit Corporations only

For each constituent stock corporation, state

Name of Corporation	Designation and number of outstanding shares in each class or series	Indicate class or series of shares entitled to vote	Indicate class or series entitled to rate as a class
Elspeth Pacific, Inc.	Common/100	NA	NA
Chrysler Meadowcroft Corporation	Common/100	NA	NA
Whitewater Holdings, Inc.	Common/100	NA	NA

GOLD SEAL APPEARS ONLY ON ORIGINAL

3. Complete for Profit Corporations only

For each constituent stock corporation, state:
Name of corporation	Designation and number of outstanding shares in each class or series	Indicate class or series of shares entitled to vote	Indicate class or series entitled to vote as a class
See Attachment A
If the number of shares is subject to change prior to the effective date of the merger or consolidation, the manner in which the change may occur is as follows:

The manner and basis of converting shares are as follows:

Upon the effectiveness of this merger, all of the shares of the corporations listed on Attachment A will be canceled for no consideration.

The amendments to the Articles, or a restatement of the Articles, of the surviving corporation to be effected by the merger are as

follows:

N/A

The Plan of Merger will be furnished by the surviving profit corporation, on request and without cost, to any shareholder of any

constituent profit corporation.

The merger is permitted by the state or country under whose law it is incorporated and each foreign corporation has complied with that law in effecting the merger.

(Complete either Section (a) or (b) for each corporation)
	a)	The Plan of Merger was approved by the majority consent of the Incorporators of                                                                                         , a Michigan corporation which has not commenced business, has not issued any shares, and has not elected a Board of Directors.
		(Signature of Incorporator)		(Type or Print Name)	(Signature of Incorporator)	(Type or Print Name)
		(Signature of Incorporator)		(Type or Print Name)	(Signature of Incorporator)	(Type or Print Name)
	b)	The plan of merger was approved by:
		¨	the Board of Directors of                                                                              , the surviving Michigan corporation, without approval of the shareholders in accordance with Section 703a of the Act.
		¨	the Board of Directors and the shareholders of the following Michigan corporation(s) in accordance with Section 703a of the Act.

By		By
	(Signature of Authorized Officer or Agent)		(Signature of Authorized Officer or Agent)
	(Type or print name)		(Type or print name)
	(Name of Corporation)		(Name of Corporation)

GOLD SEAL APPEARS ONLY ON ORIGINAL

4. Complete for any Limited Liability Companies only

Check one of the following if the limited liability company is the survivor.
x	There are no changes to be made to the Articles of Organization of the surviving limited liability company.
¨	The amendments to the Articles, or a restatement of the Articles, of the surviving limited liability company to be effected by the merger are as follows:

The manner and basis of converting the membership interests are as follows:

The membership Interests in DaimlerChrysler Financial Services Americas LLC will be unaffected by the merger.

The Plan of Merger was approved by the members of each constituent limited liability company in accordance with section 702(1).

The Plan of Merger was approved by the members of each domestic limited liability company in accordance with section 705a(5) and by each constituent business organization in the manner provided by the laws of the jurisdiction in which it is organized.

For each limited liability company involved in the merger, this document is signed in accordance with Section 103 of the Act.

Signed this        23rd        day of                                March                                ,      2007
By
(Signature of Member, Manager or Authorized Agent)
Paul E. Knauss, Manager
(Type or Print Name and Capacity)
DaimlerChrysler Financial Services Americas LLC
(Name of Limited Liability Company)

	Signed this                        day of                                                                      ,
	By
	(Signature of Member, Manager or Authorized Agent)
	(Type or Print Name and Capacity/BCS/CD-550m (Rev. 5/03)BCS/CD-550m (Rev. 5/03))
	(Name of Limited Liability Company)

GOLD SEAL APPEARS ONLY ON ORIGINAL

BCS/CD-541 (Rev. 12/05)

MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES
Date Received	(FOR BUREAU USE ONLY)
FEB 02 2008	This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.		FILED
			FEB 01 2008 Administrator BUREAU OF COMMERCIAL SERVICES EFFECTIVE DATE:
Name     CT Corporate System		7065504 SO
Address     208 South LaSalle Street, Suite 814
City     Chicago	State IL	Zip Code 60604

Ç	Document will be returned to the name and address you enter above.	È
	If left blank document will be mailed to the registered office.

CERTIFICATE OF TERMINATION OF ASSUMED NAME

For use by Corporations, Limited Partnerships and Limited Liability Companies

(Please read information and instructions on reverse side)

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213, Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993 (limited liability companies), the corporation, limited partnership, or limited liability company in item one executes the following Certificate:

1.	The name of the corporation, limited partnership, or limited liability company is:
	DaimlerChrysler Financial Services Americas LLC

2. The identification number assigned by the Bureau is: B1654L

3.	The assumed name to be terminated is:
	DaimlerChrysler Truck Financial

    4.     The Certificate of Assumed Name filed on the       25th       day of             May            ,     2005     is hereby terminated.

  5.   This document is hereby signed as required by the Act.

                Signed this     15^th day of November ,   2007                    

	By
		(Signature)
	Thomas F. Gilman		Manager
	(Type or Print Name)		(Type or Print Title or Capacity)
	(Limited Partnerships Only - Indicate Name of General Partner if the General  Partner is a corporation or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL

BCS/CD-543 (Rev. 12/05)

MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES
Date Received	(FOR BUREAU USE ONLY)
	This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.		FILED FEB 01 2008
Name             CT Corporation System		7065504 SO	Administrator BUREAU OF COMMERCIAL SERVICES EFFECTIVE DATE:
Address             208 South LaSalle Street, Suite 814
City             Chicago	State IL	Zip Code 60604

Ç Document will be returned to the name and address you enter above. If left blank document will be mailed to the registered office. È

CERTIFICATE OF TERMINATION OF ASSUMED NAME

For use by Corporations, Limited Partnerships and Limited Liability Companies

(Please read information and instructions on reverse side)

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213, Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993 (limited liability companies), the corporation, limited partnership, or limited liability company in item one executes the following Certificate:

1.	The name of the corporation, limited partnership, or limited liability company is:
	DaimlerChrysler Financial Services Americas LLC

2. The identification number assigned by the Bureau is:     B1654L

3.	The assumed name to be terminated is:
	Mercedes-Benz Financial

  4.   The Certificate of Assumed Name filed on the      4th              day of             May                     ,     2005     is hereby terminated.

  5.   This document is hereby signed as required by the Act.

	Signed this         15th day of November                                                        ,     2007
	By
		(Signature)
	Thomas F. Gilman		Manager
	(Type or Print Name)		(Type or Print Title or Capacity)
	(Limited Partnerships Only - Indicate Name of General Partner if the General Partner is a corporation or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL

Michigan Department of Labor & Economic Growth

Filing Endorsement

This is to Certify that the CERTIFICATE OF AMENDMENT TO THE ARTICLES OF ORG.

for

CHRYSLER FINANCIAL SERVICES AMERICAS LLC

ID NUMBER: B1654L

received by facsimile transmission on October 14, 2008 is hereby endorsed

Filed on October 14, 2008 by the Administrator.

The document is effective on the date filed, unless a

subsequent effective date within 90 days after

received date is stated in the document.

	In testimony whereof, I have hereunto set my hand and affixed the Seal of the Department, in the City of Lansing, this 14TH day of October, 2008.
	, Director
	Bureau of Commercial Services
Sent by Facsimile Transmission 08288 GOLD SEAL APPEARS ONLY ON ORIGINAL

BCS/CD-718 (Rev. 07/03)

MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES BUREAU OF COMMERCIAL SERVICES
Date Received	(FOR BUREAU USE ONLY)
	This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.
Name
Address
City	State	Zip Code	EFFECTIVE DATE:

Ç	Document will be returned to the name and address you enter above.	È
	If left blank document will be mailed to the registered office.

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF ORGANIZATION

For use by Limited Liability Companies

(Please read information and instructions on reverse side)

Pursuant to the provisions of Act 23, Public Acts of 1993, the undersigned limited liability company executes the following Certificate of Amendment:

1.	The present name of the limited liability company is:
	DaimlerChrysler Financial Services Americas LLC
2.	The identification number assigned by the Bureau is:
		B1654L
3.	The date of filing of its original Articles of Organization was: 3-18-2005

4.	Article  I                 of the Articles of Organization is hereby amended to read as follows:
	The name of the limited liability company is Chrysler Financial Services Americas LLC

5.	¨	The amendment was approved by a majority in interest if an operating agreement authorizes amendment of the articles of organization by majority vote.
	x	The amendment was approved by unanimous vote of all of the members entitled to vote.

This Certificate is hereby signed as required by Section 103 of the Act.

	Signed this    10th day of  October 2008
	By
	(Signature of Member, Manager or Authorized agent)
	Thomas F. Gilman, Manager
	(Type or Print Name and capacity

GOLD SEAL APPEARS ONLY ON ORIGINAL

Michigan Department of Energy, Labor & Economic Growth

Filing Endorsement

This is to Certify that the CERTIFICATE OF ASSUMED NAME

for

CHRYSLER FINANCIAL SERVICES AMERICAS LLC

ID NUMBER: B1654L

to transact business under the assumed name of

OFFLEASE EDGE

received by facsimile transmission on October 20, 2009 is hereby endorsed

Filed on October 20, 2009 by the Administrator.

The document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.

Expiration Date: December 31, 2014

	In testimony whereof, I have hereunto set my hand and affixed the Seal of the Department, in the City of Lansing, this 20TH day of October, 2009.
		Director
GOLD SEAL APPEARS ONLY ON ORIGINAL Sent by Facsimile Transmission 09293	Bureau of Commercial Services

BCS/CD-541 (Rev. 12/05)

MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES
Date Received	(FOR BUREAU USE ONLY)
	This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.
Name
Address
City	State	Zip Code	EXPIRATION DATE:             DECEMBER 31,

Ç	Document will be returned to the name and address you enter above.	È
	If left blank document will be mailed to the registered office.

CERTIFICATE OF ASSUMED NAME

For use by Corporations, Limited Partnerships and Limited Liability Companies

(Please read information and instructions on reverse side)

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213, Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993 (limited liability companies), the corporation, limited partnership, or limited liability company in item one executes the following Certificate:

1.	The name of the corporation, limited partnership, or limited liability company is:
	CHRYSLER FINANCIAL SERVICES AMERICAS LLC

2.  The identification number assigned by the Bureau is: B1654L

3.	The assumed name under which business is to be transacted is:
	OffLease Edge

  4.    This document is hereby signed as required by the Act.

COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

	Signed this     30th     day of             September                                                      ,     2009
	By
		(Signature)
	Kristy A. Deskovitz, Assistant Secretary,                                     Authorized Rep.
	(Type or Print Name)		(Type or Print Title or Capacity)
				91525
	(Limited Partnerships Only – Indicate Name of General Partner if the General Partner is a corporation or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL

Michigan Department of Energy, Labor & Economic Growth

Filing Endorsement

This is to Certify that the CERTIFICATE OF ASSUMED NAME

for

CHRYSLER FINANCIAL SERVICES AMERICAS LLC

ID NUMBER: B1654L

to transact business under the assumed name of

INLANE EDGE

received by facsimile transmission on October 20, 2009 is hereby endorsed

Filed on October 20, 2009 by the Administrator.

The document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.

Expiration Date: December 31, 2014

	In testimony whereof, I have hereunto set my hand and affixed the Seal of the Department, in the City of Lansing, this 20TH day of October, 2009.
		Director
GOLD SEAL APPEARS ONLY ON ORIGINAL	Bureau of Commercial Services
Sent by Facsimile Transmission 09293

BCS/CD-541 (Rev. 12/05)

MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES
Date Received	(FOR BUREAU USE ONLY)
	This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.
Name
Address
City	State	Zip Code	EXPIRATION DATE:             DECEMBER 31,

Ç	Document will be returned to the name and address you enter above.	È
	If left blank document will be mailed to the registered office.

CERTIFICATE OF ASSUMED NAME

For use by Corporations, Limited Partnerships and Limited Liability Companies

(Please read information and instructions on reverse side)

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public acts of 1982 (nonprofit corporations), Act 213, Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993 (limited liability companies), the corporation, limited partnership, or limited liability company in item one executes the following Certificate:

1.	The name of the corporation, limited partnership, or limited liability company is:
	CHRYSLER FINANCIAL SERVICES AMERICAS LLC

2. The identification number assigned by the Bureau is:       B1654L

3.	The assumed name under which business is to be transacted is:
	InLane Edge

  4.   This document is hereby signed as required by the Act.

COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

	Signed this      30th day of SEPTEMBER			,  2009
	By
		(Signature)
	Kristy A. Deskovitz, Assistant Secretary,		Authorized Rep.
	(Type or Print Name)		(Type or Print Title or Capacity)
					91525
	(Limited Partnerships Only – Indicate Name of General Partner if the General Partner is a corporation or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL

Michigan Department of Energy, Labor & Economic Growth

Filing Endorsement

This is to Certify that the CERTIFICATE OF ASSUMED NAME

for

CHRYSLER FINANCIAL SERVICES AMERICAS LLC

ID NUMBER: B1654L

to transact business under the assumed name of

REMARKETING EDGE

received by facsimile transmission on February 12, 2010 is hereby endorsed

Filed on February 16, 2010 by the Administrator.

The document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.

Expiration Date: December 31, 2015

	In testimony whereof, I have hereunto set my hand and affixed the Seal of the Department, in the City of Lansing, this 16TH day of February, 2010.
		Director
GOLD SEAL APPEARS ONLY ON ORIGINAL	Bureau of Commercial Services
Sent by Facsimile Transmission 10047

BCS/CD-541 (Rev. 12/05)

MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES
Date Received	(FOR BUREAU USE ONLY)
	This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.
Name
Address
City	State	Zip Code	EXPIRATION DATE:             DECEMBER 31,

Ç	Document will be returned to the name and address you enter above.	È
	If left blank document will be mailed to the registered office.

CERTIFICATE OF ASSUMED NAME

For use by Corporations, Limited Partnerships and Limited Liability Companies

(Please read information and instructions on reverse side)

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213, Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993 (limited liability companies), the corporation, limited partnership, or limited liability company in item one executes the following Certificate:

1.	The name of the corporation, limited partnership, or limited liability company is:
	CHRYSLER FINANCIAL SERVICES AMERICAS LLC

2.  The identification number assigned by the Bureau is: B1654L

3.	The assumed name under which business is to be transacted is:
	ReMarketing Edge

  4.    This document is hereby signed as required by the Act.

COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

	Signed this     29th     day of             January                                                          ,     2010
	By
		(Signature)
	Kristy A. Deskovitz, Assistant Secretary
	(Type or Print Name)		(Type or Print Title or Capacity)
				100213
	(Limited Partnerships Only – Indicate Name of General Partner if the General Partner is a corporation or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL

Michigan Department of Energy, Labor & Economic Growth

Filing Endorsement

This is to Certify that the CERTIFICATE OF ASSUMED NAME

for

CHRYSLER FINANCIAL SERVICES AMERICAS LLC

ID NUMBER: B1654L

to transact business under the assumed name of

GREENSTAR FINANCIAL

received by facsimile transmission on June 23, 2010 is hereby endorsed

Filed on June 23, 2010 by the Administrator.

The document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.

Expiration Date: December 31, 2015

	In testimony whereof, I have hereunto set my hand and affixed the Seal of the Department, in the City of Lansing, this 23RD day of June, 2010.
		Director
GOLD SEAL APPEARS ONLY ON ORIGINAL Sent by Facsimile Transmission 10174	Bureau of Commercial Services

BCS/CD-541 (Rev. 7/09)

MICHIGAN DEPARTMENT OF ENERGY, LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES
Date Received	(FOR BUREAU USE ONLY)
	This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.
Name
Address
City	State	Zip Code	EXPIRATION DATE:             DECEMBER 31,

Ç	Document will be returned to the name and address you enter above.	È
	If left blank document will be mailed to the registered office.

CERTIFICATE OF ASSUMED NAME

For use by Corporations, Limited Partnerships and Limited Liability Companies

(Please read information and instructions on reverse side)

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213, Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993 (limited liability companies), the corporation, limited partnership, or limited liability company in item one executes the following Certificate:

1.	The name of the corporation, limited partnership, or limited liability company is:
	Chrysler Financial Services Americas LLC

2. The identification number assigned by the Bureau is: B1654L

3.	The assumed name under which business is to be transacted is:
	Greenstar Financial

  4.   This document is hereby signed as required by the Act.

COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

	Signed this     18      day of             June                                                         ,     2010
	By
		(Signature)
	Kristy A. Deskovitz, Authorized Person
	(Type or Print Name)		(Type or Print Title or Capacity)
	(Limited Partnerships Only – Indicate Name of General Partner if the General Partner is a corporation or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL

BCS/CD-542_6 (08/10)

DEPARTMENT OF ENERGY, LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES, CORPORATION DIVISION
Date Received	(FOR BUREAU USE ONLY)
DEC 27 2010	FILED
	December 27 2010
	Administrator BUREAU OF COMMERCIAL SERVICES
	EXPIRATION DATE: DECEMBER 31, 2015

CERTIFICATE OF ASSUMED NAME For use by Domestic Limited Liability Companies (Please read information and instructions on reverse side)	B1654L
	Identification Number

Pursuant to the provisions of Act 23, Public Acts of 1993, the limited liability company in item one executes the following Certificate:

1.      The limited liability company name, resident agent, and mailing address of the registered office are:

CHRYSLER FINANCIAL SERVICES AMERICAS LLC

THE CORPORATION COMPANY

30600 TELEGRAPH ROAD STE 2345

BINGHAM FARMS MI 48025

2.      The assumed name under which business is transacted is:

CHRYSLER FINANCIAL

3.      The registration of the assumed name is extended for a period expiring on December 31 of the fifth full calendar year following the year in which this renewal is filed, unless sooner terminated.

4.      This document is hereby signed as required by the Act.

	Signed this     21     day of		December	,   2010
	By	Asst. Secretary
		(Signature of Member, Manager or an authorized agent)
		Kristy Deskovitz
		(Type or Print Name)

GOLD SEAL APPEARS ONLY ON ORIGINAL

BCS/CD-715 (Rev.12/03)

MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES
Date Received	(FOR BUREAU USE ONLY)
APR 01 2011	This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.		FILED APR 01 2011
Name     CT Corporation System			Administrator Bureau of Commercial Services
Address     208 South LaSalle Street, Suite 814
City     Chicago	State     IL	Zip Code     60604	EFFECTIVE DATE:

Ç	Document will be returned to the name and address you enter above.	È
	If left blank document will be mailed to the registered office.

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF ORGANIZATION

For use by Limited Liability Companies

(Please read information and instructions on reverse side)

Pursuant to the provisions Act 23, Public Acts of 1993, the undersigned liability company executes the following Certificate of Amendment:

1.	The present name of the limited liability company is:
	Chrysler Financial Services Americas LLC
2.	The identification number assigned by the Bureau is:	B1654L
3.	The date of filing of its original Articles of Organization was: 3-18-2005

4.	Article         1         of the Articles of Organization is hereby amended to read as follows:
The name shall be TD Auto Finance LLC

5.	¨ The amendment was approved by a majority in interest if an operating agreement authorizes amendment of the articles of organization by majority vote.
x The amendment was approved by unanimous vote of all of the members entitled to vote.

This Certificate is hereby signed as required by Section 103 of the Act.

	Signed this     21     day of		March	,   2011
	By
		(Signature of Member, Manager or authorized agent)
		Authorized Person
		(Type or Print Name and capacity)

GOLD SEAL APPEARS ONLY ON ORIGINAL

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, L.F. Guindi, 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 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.

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Wells Fargo Bank, National Association, as indenture trustee of the issuing entity, and U.S. Bank Trust National Association, as owner trustee of the issuing entity.

Date: March 23, 2012

/s/ L.F. Guindi

L.F. Guindi

Vice President and Treasurer of

TD Auto Finance LLC,

as servicer

(senior officer in charge of servicing function)

EX-33.1

Exhibit 33.1

Report on Assessment of Compliance with Servicing Criteria

1. TD Auto Finance LLC (the “Company”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the year ended December 31, 2011 (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 sales contracts for which the Company acts as servicer (the “Platform”);

2. The Company has engaged certain third parties to perform all or a portion of certain servicing criteria set forth in paragraph (d) of Item 1122 of Regulation AB. In each such case, for servicing criteria 1122 (d)(2)(i), 1122 (d)(4)(i), 1122 (d)(4)(ii) and 1122 (d)(4)(vii) the Company has engaged certain vendors to perform activities required by these servicing criteria. The Company has determined that these 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 these vendors as permitted by the Interpretation 17.06;

3. Except as set forth in paragraph 4 below, the Company used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable servicing criteria;

4. The criteria listed in the column titled “Inapplicable Servicing Criteria” on Appendix A hereto are inapplicable to the Company based on the activities it performs with respect to the Platform;

5. The Company has complied, in all material respects, with the applicable servicing criteria as of December 31, 2011 and for the Reporting Period with respect to the Platform taken as a whole; and

6. Ernst & Young LLP, a registered independent public accounting firm, has issued an attestation report on the Company’s assessment of compliance with the applicable servicing criteria as of December 31, 2011 and for the Reporting Period.

March 14, 2012

TD Auto Finance LLC

By:	/s/ Laurence F. Guindi
Laurence F. Guindi
Vice President and Treasurer
By:	/s/ Robert E. Menzies
Robert E. Menzies
Vice President and Controller

Appendix A

Servicing Criteria		Applicable Servicing Criteria		Inapplicable Servicing Criteria
Reference	Criteria	Performed Directly by TDAF	Performed by Vendor(s) for which TDAF is the Responsible Party	NOT performed by TDAF or by subservicer(s) or vendor(s) retained by TDAF
General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements	X
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities	X
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained	X
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements			X
Cash Collection and Administration
1122(d)(2)(i)	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days of 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 § 240.13k1(b)(1) of this chapter	X
1122(d)(2)(vi)	Unissued checks are safeguarded to prevent unauthorized access			X

1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations: (A) Are mathematically accurate; (B) Are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) Are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) Contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	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 trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the servicer.	X
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements	X
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the servicer’s investor records, or such other number of days specified in the transaction agreements	X
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements	X
Pool Asset Administration
1122(d)(4)(i)	Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents	X	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 applicable servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents	X

1122(d)(4)(v)	The servicer’s records regarding pool assets agree with its records with respect to an obligor’s unpaid principal balance	X
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s pool asset (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 entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment)	X
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents			X
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) Such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) Interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) Such funds are returned to the obligor within 30 calendar days of full repayment of the related pool 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 servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission			X
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements			X

1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements	X
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of this Regulation AB, is maintained as set forth in the transaction agreements	X

EX-33.2

Exhibit 33.2

ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA

Corporate Trust Services division of Wells Fargo Bank, National Association (the “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. The Company has determined that the servicing criteria are applicable in regards to the servicing platform 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) residential mortgage-backed securities, commercial mortgage-backed securities and other asset-backed securities, for which the Company provides master servicing, trustee, securities administration or paying agent services, excluding any such securities issued by any agency or instrumentality of the U.S. government (other than the Federal Deposit Insurance Company) or any government sponsored entity, and further excluding the transactions issued prior to 2006 for which Wells Fargo outsources all material servicing activities (as defined by Regulation AB) (the “Platform”).

Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required in the related transaction agreements, or required by the Item 1122(d) servicing criteria in regards to the activities performed by the Company, except for the following criteria: 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii), 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 the Company performs with respect to the Platform (“the Applicable Servicing Criteria”).

Period: As of and for the twelve months ended December 31, 2011 (the “Period”).

Third parties classified as vendors: With respect to servicing criterion 1122(d)(4)(i), the Company has engaged a vendor to handle certain Uniform Commercial Code filing functions required by the servicing criterion. The Company has determined that this vendor is not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Company elects to take responsibility for assessing compliance with the portion of the servicing criterion applicable to this vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (“Interpretation 17.06”). The Company has policies and procedures in place to provide reasonable assurance that the vendor’s activities comply in all material respects with the servicing criterion applicable to the vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendor and related criterion.

With respect to the Platform and the Period, the Company provides the following assessment of compliance with respect to the Applicable Servicing Criteria:

1. The Company is responsible for assessing its compliance with the Applicable Servicing Criteria.

2. The Company has assessed compliance with the Applicable Servicing Criteria, including the servicing criterion for which compliance is determined based on Interpretation 17.06 as described above. In performing this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.

3. Based on such assessment, the Company has complied, in all material respects with the Applicable Servicing Criteria, except as described in Schedule A hereto.

4. Schedule B hereto includes Management’s discussion of the exceptions noted in Schedule A, including remediation efforts taken by the Company.

KPMG LLP, an independent registered public accounting firm, has issued an attestation report on the Company’s compliance with the Applicable Servicing Criteria for the Period.

WELLS FARGO BANK, National Association
By:	/s/ Brian Bartlett
	Brian Bartlett
Its:	Executive Vice President
Dated:	February 27, 2012

Schedule A

Material Instances of Noncompliance by the Company

Management’s assessment of compliance with the Applicable Servicing Criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB as of December 31, 2011 and for the Period, disclosed that material noncompliance occurred with servicing criteria 1122(d)(3)(i)(B) and 1122(d)(3)(ii), as follows:

• With respect to servicing criterion 1122(d)(3)(i)(B), certain reports to investors did not provide information calculated in accordance with the terms specified in the transaction agreements.

• With respect to servicing criterion 1122(d)(3)(ii), certain amounts due to investors were not allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.

Schedule B

Management’s Discussion on Material Instances of Noncompliance by the Company

Disclosure: During the Period, (i) certain amounts allocated and remitted to investors were not calculated in accordance with the terms specified in the transaction agreements, and (ii) certain reports to investors did not provide information calculated in accordance with the terms specified in the transaction agreements with respect to waterfall calculations and/or reporting disclosures. As part of its assessment of compliance with the Applicable Servicing Criteria, Management identified that in certain instances the material noncompliance reported in Schedule A hereto was attributable to errors in the models impacting payments to investors and reporting disclosures, including those for a subset of RMBS transactions in the Platform that contain multi-group features, herein referred to as “Subject Transactions”. As Management has determined the modeling errors for Subject Transactions to be the most significant issue resulting in material instances of noncompliance, Management’s analysis of this issue’s impact on the Platform for the Period is described below in the “Scope”.

Scope: Management reviewed all of the distributions to investors during the Period for the Subject Transactions and all of the models used to prepare reports to investors for the Subject Transactions and determined that (i) the total dollar amount of payment errors in excess of $5,000 for any particular distribution during the Period when aggregating the payment errors for each affected CUSIP, herein referred to as “Disclosed Errors”, for the Subject Transactions represented approximately one one-thousandth of one percent (.001%) of the total dollar amount allocated and remitted to investors in all transactions across the Platform during the Period, (ii) the tranches with payment errors above $200 for the Subject Transactions with Disclosed Errors comprised less than one-tenth of one percent (0.1%) of the number of tranches in the Platform as of December 31, 2011, (iii) there were 17 Subject Transactions with Disclosed Errors comprising less than one percent (1%) of the total number of transactions in the Platform as of December 31, 2011, and (iv) 340 of the Subject Transactions, including those transactions with Disclosed Errors, required model revisions.

Remediation: For each of the instances of material noncompliance identified by Management, including Subject Transactions, adjustments have been made to the waterfall models, as applicable so that the models, in all material respects, are expected to prepare the investor reports in accordance with the terms specified in the transaction agreements. Revisions also have been made so that the investor reports associated with the instances of material noncompliance are expected to provide information that is, in all material respects, calculated in accordance with the terms specified in the transaction agreements.

EX-34.1

Exhibit 34.1

Report of Independent Registered Public Accounting Firm

Management of TD Auto Finance LLC

We have examined management’s assertion, included in the accompanying Report on Assessment of Compliance with Servicing Criteria, that TD Auto Finance LLC (the “Company”), a subsidiary of TD Bank US Holding Company, complied with the servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission’s Regulation AB related to the servicing of publicly and privately issued asset-backed securities transactions involving United States consumer automotive retail installment sale contracts for which the Company acts as servicer (the “Platform”) as of and for the year ended December 31, 2011, except for 1122 (d)(1)(iv), 1122 (d)(2)(iii and vi), and 1122 (d)(4)(ix-xiii), which the Company has determined are not applicable to the activities performed by them with respect to the servicing platform covered by this report. Management is responsible for the Company’s compliance with those servicing criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the servicing criteria based on our examination.

Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, as adopted by the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual asset-backed transactions and securities that comprise the platform, testing of less than all of the servicing activities related to the Platform and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria and as permitted by the Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (“Interpretation 17.06”). 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.

As described in the accompanying management’s assertion, for servicing criteria 1122 (d)(2)(i), 1122 (d)(4)(i), 1122 (d)(4)(ii) and 1122 (d)(4)(vii), the Company has engaged various vendors to perform the activities required by these servicing criteria. The Company has determined that these 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 these vendors as permitted by the Interpretation 17.06. As permitted by Interpretation 17.06, the Company has asserted that it has policies and procedures in place designated to provide reasonable assurance that the vendors’ activities comply in all material respects with servicing criteria applicable to each vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendors and related criteria as described in its assertion, and we performed no procedures with respect to the Company’s eligibility to apply Interpretation 17.06.

In our opinion, management’s assertion that the Company complied with the aforementioned servicing criteria, including servicing criteria 1122 (d)(2)(i), 1122 (d)(4)(i), 1122 (d)(4)(ii) and 1122 (d)(4)(vii) for which compliance is determined based on Interpretation 17.06 as described above, as of and for the year ended December 31, 2011 for the asset-backed securities transactions involving auto receivables platform is fairly stated, in all material respects.

March 14, 2012

Report on Assessment of Compliance with Servicing Criteria

1. TD Auto Finance LLC (the “Company”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the year ended December 31, 2011 (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 sales contracts for which the Company acts as servicer (the “Platform”);

2. The Company has engaged certain third parties to perform all or a portion of certain servicing criteria set forth in paragraph (d) of Item 1122 of Regulation AB. In each such case, for servicing criteria 1122 (d)(2)(i), 1122 (d)(4)(i), 1122 (d)(4)(ii) and 1122 (d)(4)(vii) the Company has engaged certain vendors to perform activities required by these servicing criteria. The Company has determined that these 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 these vendors as permitted by the Interpretation 17.06;

3. Except as set forth in paragraph 4 below, the Company used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable servicing criteria;

4. The criteria listed in the column titled “Inapplicable Servicing Criteria” on Appendix A hereto are inapplicable to the Company based on the activities it performs with respect to the Platform;

5. The Company has complied, in all material respects, with the applicable servicing criteria as of December 31, 2011 and for the Reporting Period with respect to the Platform taken as a whole; and

6. Ernst & Young LLP, a registered independent public accounting firm, has issued an attestation report on the Company’s assessment of compliance with the applicable servicing criteria as of December 31, 2011 and for the Reporting Period.

March 14, 2012

TD Auto Finance LLC
By:	/s/ Laurence F. Guindi
Laurence F. Guindi
Vice President and Treasurer
By:	/s/ Robert E. Menzies
Robert E. Menzies
Vice President and Controller

Appendix A

Servicing Criteria		Applicable Servicing Criteria		Inapplicable Servicing Criteria
Reference	Criteria	Performed Directly by TDAF	Performed by Vendor(s) for which TDAF is the Responsible Party	NOT performed by TDAF or by subservicer(s) or vendor(s) retained by TDAF
General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements	X
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities	X
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained	X
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements			X
Cash Collection and Administration
1122(d)(2)(i)	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days of 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 § 240.13k1(b)(1) of this chapter	X
1122(d)(2)(vi)	Unissued checks are safeguarded to prevent unauthorized access			X

1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations: (A) Are mathematically accurate; (B) Are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) Are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) Contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	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 trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the servicer.	X
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements	X
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the servicer’s investor records, or such other number of days specified in the transaction agreements	X
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements	X
Pool Asset Administration
1122(d)(4)(i)	Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents	X	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 applicable servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents	X

1122(d)(4)(v)	The servicer’s records regarding pool assets agree with its records with respect to an obligor’s unpaid principal balance	X
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s pool asset (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 entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment)	X
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents			X
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) Such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) Interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) Such funds are returned to the obligor within 30 calendar days of full repayment of the related pool 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 servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission			X

1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements		X
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements	X
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of this Regulation AB, is maintained as set forth in the transaction agreements	X

EX-34.2

Exhibit 34.2

Report of Independent Registered Public Accounting Firm

The Board of Directors

The Corporate Trust Services division of Wells Fargo Bank, National Association:

We have examined the Corporate Trust Services division of Wells Fargo Bank, National Association’s (the Company) compliance 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) residential mortgage-backed securities, commercial mortgage-backed securities and other asset-backed securities for which the Company provides master servicing, trustee, securities administration and/or paying agent services, excluding any such securities issued by an agency or instrumentality of the U.S. government (other than the Federal Deposit Insurance Corporation) or any government sponsored entity, and further excluding the transactions issued prior to 2006 for which Wells Fargo outsources all material servicing activities (as defined by Regulation AB) (the Platform), except for servicing criteria 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), 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, 2011. Management is responsible for the Company’s compliance with the servicing criteria. Our responsibility is to express an opinion on the Company’s compliance 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 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.

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As described in management’s Assessment of Compliance with the Applicable Servicing Criteria, for servicing criterion 1122(d)(4)(i), the Company has engaged a vendor to perform the activities required by this servicing criterion. The Company has determined that this vendor is 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 criterion applicable to this vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (Interpretation 17.06). As permitted by Interpretation 17.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendor’s activities comply in all material respects with the servicing criterion applicable to the vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendor and related criterion as described in management’s Assessment of Compliance with the Applicable Servicing Criteria, and we performed no procedures with respect to the Company’s eligibility to apply Interpretation 17.06.

Our examination disclosed the following material noncompliance with servicing criteria 1122(d)(3)(i)(B) and 1122(d)(3)(ii), as applicable to the Company during the twelve months ended December 31, 2011:

• With respect to servicing criterion 1122(d)(3)(i)(B), certain reports to investors did not provide information calculated in accordance with the terms specified in the transaction agreements.

• With respect to servicing criterion 1122(d)(3)(ii), certain amounts due to investors were not allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.

In our opinion, except for the material noncompliance described above, the Company complied with the aforementioned servicing criteria, including servicing criterion 1122(d)(4)(i) for which compliance is determined based on Interpretation 17.06 as described above, as of and for the twelve months ended December 31, 2011, in all material respects.

We do not express an opinion or any form of assurance on Management’s Discussion on Material Instances of Noncompliance by the Company included in Schedule B of management’s Assessment of Compliance with the Applicable Servicing Criteria.

(Signed) KPMG, LLP

Chicago, Illinois

February 27, 2012

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EX-35.1

Exhibit 35.1

SERVICER COMPLIANCE STATEMENT

I, L.F. Guindi, certify that:

(a) A review of the servicer’s activities during the reporting period and of its performance under the applicable servicing agreement has been made under my supervision.

(b) To the best of my knowledge, based on such review, the servicer has fulfilled all of its obligations under the applicable servicing agreement in all material respects throughout the reporting period.

By:	/s/ L.F. Guindi
	L.F. Guindi
	Vice President and Treasurer of
	TD Auto Finance LLC,
	as servicer of Chrysler Financial Auto Securitization Trust 2010-A

Dated: March 23, 2012