exv10w1






Exhibit 10.1




EXECUTION VERSION




 

 








SALE AND SERVICING AGREEMENT




among



CHRYSLER FINANCIAL AUTO SECURITIZATION TRUST 2010-A

Issuer,



and



CHRYSLER FINANCIAL SERVICES AMERICAS LLC,

Seller and Servicer



and



WELLS FARGO BANK, NATIONAL ASSOCIATION

as Backup Servicer



Dated as of September 29, 2010



 

 














 









 











	 	 	 	 	 	 	 

	 

	 	ARTICLE I	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Definitions	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1.01

	 	Definitions
	 	 	1	 
	Section 1.02

	 	Other Definitional Provisions
	 	 	15	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE II	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Conveyance of Receivables	 	 	 	 
	 
	 	 	 	 	 	 
	Section 2.01

	 	Conveyance of Receivables
	 	 	16	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE III	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	The Receivables	 	 	 	 
	 
	 	 	 	 	 	 
	Section 3.01

	 	Representations and Warranties of Seller with Respect to the Receivables
	 	 	17	 
	Section 3.02

	 	Repurchase upon Breach
	 	 	20	 
	Section 3.03

	 	Custody of Receivable Files
	 	 	20	 
	Section 3.04

	 	Duties of Servicer as Custodian
	 	 	21	 
	Section 3.05

	 	Instructions; Authority To Act
	 	 	22	 
	Section 3.06

	 	Custodian’s Indemnification
	 	 	22	 
	Section 3.07

	 	Effective Period and Termination
	 	 	22	 
	Section 3.08

	 	Representations and Warranties as to the Security Interest of the Issuer in the Receivables
	 	 	22	 
	Section 3.09

	 	Certificate of Title Opinions.
	 	 	23	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE IV	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Administration and Servicing of Receivables	 	 	 	 
	 
	 	 	 	 	 	 
	Section 4.01

	 	Duties of Servicer and Backup Servicer
	 	 	23	 
	Section 4.02

	 	Collection and Allocation of Receivable Payments
	 	 	24	 
	Section 4.03

	 	Realization upon Receivables
	 	 	24	 
	Section 4.04

	 	Physical Damage Insurance
	 	 	25	 
	Section 4.05

	 	Maintenance of Security Interests in Financed Vehicles
	 	 	25	 
	Section 4.06

	 	Covenants of Servicer
	 	 	25	 
	Section 4.07

	 	Purchase of Receivables upon Breach
	 	 	25	 
	Section 4.08

	 	Servicing Compensation
	 	 	25	 
	Section 4.09

	 	Servicer’s Certificate
	 	 	26	 
	Section 4.10

	 	Annual Statement as to Compliance; Item 1122 Servicing Criteria Assessment; Notice of Default
	 	 	26	 
	Section 4.11

	 	Annual Independent Certified Public Accountants’ Report
	 	 	27	 
	Section 4.12

	 	Access to Certain Documentation and Information Regarding Receivables
	 	 	27	 






i









 






	 	 	 	 	 	 	 

	Section 4.13

	 	Servicer Expenses
	 	 	28	 
	Section 4.14

	 	Appointment of Subservicer
	 	 	28	 
	Section 4.15

	 	Monthly Tape
	 	 	28	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE V	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Distributions; Reserve Account;	 	 	 	 
	 

	 	Statements to Noteholders	 	 	 	 
	 
	 	 	 	 	 	 
	Section 5.01

	 	Establishment of Deposit Account
	 	 	28	 
	Section 5.02

	 	Collections
	 	 	30	 
	Section 5.03

	 	Application of Collections
	 	 	30	 
	Section 5.04

	 	Additional Deposits
	 	 	31	 
	Section 5.05

	 	Distributions
	 	 	31	 
	Section 5.06

	 	Reserve Account
	 	 	33	 
	Section 5.07

	 	Statements to Noteholders
	 	 	34	 
	Section 5.08

	 	Net Deposits
	 	 	35	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE VI	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	The Seller	 	 	 	 
	 
	 	 	 	 	 	 
	Section 6.01

	 	Representations of Seller
	 	 	35	 
	Section 6.02

	 	Preservation of Existence; Transactions with Affiliates
	 	 	36	 
	Section 6.03

	 	Liability of Seller; Indemnities
	 	 	36	 
	Section 6.04

	 	Merger or Consolidation of, or Assumption of Obligations of, Seller
	 	 	37	 
	Section 6.05

	 	Limitation on Liability of Seller and Others
	 	 	38	 
	Section 6.06

	 	Seller May Own Notes
	 	 	38	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE VII	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	The Servicer and the Backup Servicer	 	 	 	 
	 
	 	 	 	 	 	 
	Section 7.01

	 	Representations of Servicer
	 	 	38	 
	Section 7.02

	 	Representations of Backup Servicer
	 	 	39	 
	Section 7.03

	 	Indemnities of Servicer and Backup Servicer
	 	 	41	 
	Section 7.04

	 	Merger or Consolidation of, or Assumption of Obligations of, Servicer or Backup Servicer
	 	 	42	 
	Section 7.05

	 	Limitation on Liability of Servicer, Backup Servicer and Others
	 	 	42	 
	Section 7.06

	 	Servicer and Backup Servicer Not to Resign
	 	 	44	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE VIII	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Default	 	 	 	 
	 
	 	 	 	 	 	 
	Section 8.01

	 	Servicer Default
	 	 	44	 






ii 









 






	 	 	 	 	 	 	 

	Section 8.02

	 	Appointment of Successor
	 	 	45	 
	Section 8.03

	 	Notification to Noteholders and Certificateholders
	 	 	47	 
	Section 8.04

	 	Waiver of Past Defaults
	 	 	47	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE IX	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Termination; Optional Repurchase	 	 	 	 
	 
	 	 	 	 	 	 
	Section 9.01

	 	Optional Purchase of All Receivables
	 	 	47	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE X	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Miscellaneous	 	 	 	 
	 
	 	 	 	 	 	 
	Section 10.01

	 	Amendment
	 	 	48	 
	Section 10.02

	 	Protection of Title to Trust
	 	 	49	 
	Section 10.03

	 	Notices
	 	 	51	 
	Section 10.04

	 	Assignment by the Seller or the Servicer or Backup Servicer
	 	 	51	 
	Section 10.05

	 	Limitations on Rights of Others
	 	 	51	 
	Section 10.06

	 	Severability
	 	 	51	 
	Section 10.07

	 	Separate Counterparts
	 	 	52	 
	Section 10.08

	 	Headings
	 	 	52	 
	Section 10.09

	 	Governing Law
	 	 	52	 
	Section 10.10

	 	Assignment by Issuer
	 	 	52	 
	Section 10.11

	 	Nonpetition Covenants
	 	 	52	 
	Section 10.12

	 	Limitation of Liability of Owner Trustee and Indenture Trustee
	 	 	53	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE XI	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Exchange Act Reporting	 	 	 	 
	 
	 	 	 	 	 	 
	Section 11.01

	 	Further Assurances
	 	 	53	 
	Section 11.02

	 	Form 10-D Filings
	 	 	53	 
	Section 11.03

	 	Form 8-K Filings
	 	 	54	 
	Section 11.04

	 	Form 10-K Filings
	 	 	54	 
	Section 11.05

	 	Report on Assessment of Compliance and Attestation
	 	 	54	 
	Section 11.06

	 	Back-up Sarbanes-Oxley Certification
	 	 	55	 
	Section 11.07

	 	Use of Subcontractors
	 	 	55	 
	Section 11.08

	 	Representations and Warranties
	 	 	56	 
	Section 11.09

	 	Indemnification
	 	 	56	 
	Section 11.10

	 	Amendments
	 	 	57	 






	 	 	 

	SCHEDULE A

	 	Schedule of Receivables
	SCHEDULE B

	 	Location of Receivable Files






iii 









 






	 	 	 	 	 

	EXHIBIT A

	 	Form of Distribution Statement to Noteholders
	 	A-1
	EXHIBIT B

	 	Form of Servicer’s Certificate
	 	B-1
	 
	Appendix A

	 	Item 1119 Parties
	 	Appendix A-1
	Appendix B

	 	Minimum Servicing Criteria Assessment
	 	Appendix B-1
	Appendix C

	 	Performance Certification (Reporting Subcontractor)
	 	Appendix C-1
	Appendix D

	 	Performance Certification (Servicer)
	 	Appendix D-1







iv 











 





     SALE AND SERVICING AGREEMENT dated as of September 29, 2010, among CHRYSLER FINANCIAL
AUTO SECURITIZATION TRUST 2010-A, a Delaware statutory trust (the “Issuer”), CHRYSLER FINANCIAL
SERVICES AMERICAS LLC, a Michigan limited liability company, as seller and servicer, and WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as backup servicer.



     WHEREAS the Issuer desires to purchase a portfolio of receivables arising in connection with
automobile retail installment sale contracts and direct retail loans generated by Chrysler
Financial Services Americas LLC in the ordinary course of business;



     WHEREAS Chrysler Financial Services Americas LLC is willing to sell such receivables to, and
to service such receivables on behalf of, the Issuer; and



     WHEREAS, the Backup Servicer is willing to service such receivables on behalf of the Issuer if
Chrysler Financial Services Americas LLC resigns or is terminated as servicer.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
the parties hereto agree as follows:



ARTICLE I




Definitions



     Section 1.01 Definitions. Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the following meanings:



     “Additional Servicing Fee” shall mean, for any Collection Period, if a successor
Servicer (other than the Backup Servicer) has been appointed pursuant to Section 8.02, the amount,
if any, by which (i) the compensation payable to such successor Servicer for such Collection Period
exceeds (ii) the Servicing Fee for such Collection Period.



     “Amount Financed” means, with respect to a Receivable, the amount advanced under such
Receivable toward the purchase price of the Financed Vehicle and any related costs.



     “Annual Percentage Rate” or “APR” of a Receivable means the annual rate of
finance charges stated in the related Contract.



     “Backup Servicer” shall mean Wells Fargo Bank, National Association, a national
banking association, and any successor backup servicer appointed in accordance with this Agreement.



     “Backup Servicer Fee” shall mean, for any Collection Period, the greater of (i) the
product of one-twelfth of 0.01% of the Pool Balance as of the first day of the preceding Collection
Period (or in the case of the initial Collection Period, as of the Cutoff Date) and (ii) $2,500.



     “Basic Documents” means the Indenture, the Trust Agreement, the Administration
Agreement and the Purchase Agreement.



     “Certificate” has the meaning assigned to such term in the Trust Agreement.



 









 





     “Certificateholder” has the meaning assigned to such term in the Trust Agreement.



     “CFSA” means Chrysler Financial Services Americas LLC, a Michigan limited liability
company, or its successors.



     “Class” means any one of the classes of Notes.



     “Class A Noteholder” means the Person in whose name any Class A Note is registered in
the Note Register.



     “Class A-1 Final Scheduled Payment Date” means October 11, 2011.



     “Class A-1 Noteholder” means the Person in whose name a Class A-1 Note is registered
in the Note Register.



     “Class A-1 Principal Balance” means $688,000,000.



     “Class A-2 Final Scheduled Payment Date” means January 8, 2013.



     “Class A-2 Noteholder” means the Person in whose name a Class A-2 Note is registered
in the Note Register.



     “Class A-3 Final Scheduled Payment Date” means August 8, 2013.



     “Class A-3 Noteholder” means the Person in whose name a Class A-3 Note is registered
in the Note Register.



     “Class B Final Scheduled Payment Date” means November 8, 2013.



     “Class B Noteholder” means the Person in whose name a Class B Note is registered in
the Note Register.



     “Class C Final Scheduled Payment Date” means January 8, 2014.



     “Class C Noteholder” means the Person in whose name a Class C Note is registered in
the Note Register.



     “Class D Final Scheduled Payment Date” means August 8, 2016.



     “Class D Noteholder” means the Person in whose name a Class D Note is registered in
the Note Register.



     “Class E Final Scheduled Payment Date” means August 8, 2016.



     “Class E Noteholder” means the Person in whose name a Class E Note is registered in
the Note Register.



     “Class E Stated Principal Amount” shall mean $111,344,718.



     “Collection Period” means a calendar month (or in the case of the first Collection
Period, the period from but excluding August 31, 2010 to and including September 30, 2010). The



2









 







“related Collection Period” for a Payment Date is the Collection Period ending immediately prior to
such Payment Date. Unless otherwise specified, any amount stated as of the last day of a
Collection Period or as of the first day of a Collection Period shall give effect to the following
calculations as determined as of the close of business on such last day: (1) all applications of
collections and (2) all distributions to be made on the related Payment Date.



     “Commission” means the Securities and Exchange Commission.



     “Company” means Chrysler Residual Holdco LLC, a Delaware limited liability company,
and its successor in interest.



     “Continuing Errors” has the meaning specified in Section 8.02(b).



     “Contract” means a motor vehicle retail installment sale contract or a note and
security agreement.



     “Corporate Trust Office” means the principal office of the Indenture Trustee at which
at any particular time its corporate trust business shall be administered, which office at the date
of the execution of this Agreement is located at Wells Fargo Center, MAC N9311-161, Sixth and
Marquette, Minneapolis, Minnesota, 55479 Attention: Asset Backed Securities Department, or at such
other address as the Indenture Trustee may designate from time to time by notice to the
Noteholders, the Seller, the Servicer and the Backup Servicer, or the principal corporate trust
office of any successor Indenture Trustee at the address designated by such successor Indenture
Trustee by notice to the Noteholders, the Seller, the Servicer and the Backup Servicer.



     “Cutoff Date” means August 31, 2010.



     “DBRS”
means DBRS, Inc., or its successor.


     “Dealer” means the dealer who sold a Financed Vehicle and who originated and assigned
the related Receivable to CFSA under an existing agreement between such dealer and CFSA.



     “Delivery” when used with respect to Trust Account Property means:




     (a) with respect to bankers’ acceptances, commercial paper, negotiable certificates of
deposit and other obligations that constitute “instruments” within the meaning of Section
9-102(a)(47) of the UCC and are susceptible of physical delivery, transfer thereof to the
Indenture Trustee or its nominee or custodian by physical delivery to the Indenture Trustee
or its nominee or custodian endorsed to, or registered in the name of, the Indenture Trustee
or its nominee or custodian or endorsed in blank, and, with respect to a certificated
security (as defined in Section 8-102 of the UCC) transfer thereof (i) by delivery of such
certificated security endorsed to, or registered in the name of, the Indenture Trustee or
its nominee or custodian or endorsed in blank to a securities intermediary (as defined in
Section 8-102 of the UCC) and the making by such securities intermediary of entries on its
books and records identifying such certificated securities (as defined in Section 8-102 of
the UCC) of the Indenture Trustee or its nominee or custodian or (ii) by delivery thereof to
a “clearing corporation” (as defined in Section 8-102 of the UCC) and the making by such
clearing corporation of appropriate entries on its books reducing the appropriate securities
account of the transferor and increasing the
appropriate securities account of a securities intermediary by the amount of such
certificated security, the identification by the clearing corporation on its books and



3









 







records that the certificated securities are credited to the sole and exclusive securities
account of the securities intermediary, the maintenance of such certificated securities by
such clearing corporation or a custodian or the nominee of such clearing corporation subject
to the clearing corporation’s exclusive control, and the making by such securities
intermediary of entries on its books and records identifying such certificated securities as
being credited to the securities account of the Indenture Trustee or its nominee or
custodian (all of the foregoing, “Physical Property”), and, in any event, any such Physical
Property in registered form shall be in the name of the Indenture Trustee or its nominee or
custodian; and such additional or alternative procedures as may hereafter become appropriate
to effect the complete transfer of ownership of any such Trust Account Property (as defined
herein) to the Indenture Trustee or its nominee or custodian, consistent with changes in
applicable law or regulations or the interpretation thereof;




     (b) with respect to any securities issued by the U.S. Treasury, the Federal Home Loan
Mortgage Corporation or by the Federal National Mortgage Association that are book-entry
securities held through the Federal Reserve System pursuant to Federal book-entry
regulations, the following procedures, all in accordance with applicable law, including
applicable Federal regulations and Articles 8 and 9 of the UCC: book-entry registration of
such Trust Account Property to an appropriate book-entry account maintained with a Federal
Reserve Bank by a securities intermediary which is also a “depository” pursuant to
applicable Federal regulations; the identification by the Federal Reserve Bank of such
book-entry securities on its record being credited to the securities intermediary’s
securities account; the making by such securities intermediary of entries in its books and
records identifying such book-entry security held through the Federal Reserve System
pursuant to Federal book-entry regulations as being credited to the Indenture Trustee’s
securities account; and such additional or alternative procedures as may hereafter become
appropriate to effect complete transfer of ownership of any such Trust Account Property to
the Indenture Trustee or its nominee or custodian, consistent with changes in applicable law
or regulations or the interpretation thereof; and




     (c) with respect to any item of Trust Account Property that is an uncertificated
security under Article 8 of the UCC and that is not governed by clause (a) above,
registration on the books and records of the issuer thereof in the name of the securities
intermediary, the sending of a confirmation by the securities intermediary of the purchase
by the Indenture Trustee or its nominee or custodian of such uncertificated security, the
making by such securities intermediary of entries on its books and records identifying such
uncertificated certificates as belonging to the Indenture Trustee or its nominee or
custodian.



     “Deposit Account” means the account designated as such, established and maintained
pursuant to Section 5.01.



     “Eligible Deposit Account” means either (a) a segregated account with an Eligible
Institution or (b) a segregated trust account with the corporate trust department of a depository
institution organized under the laws of the United States of America or any one of the states
thereof or the District of Columbia (or any domestic branch of a foreign bank), having corporate
trust powers and acting as trustee for funds deposited in such account, so long as any of the
securities of such depository institution shall have a credit rating from each Rating Agency
in one of its generic rating categories that signifies investment grade.



4









 





     “Eligible Institution” means (a) a depository institution organized under the laws of
the United States of America or any one of the states thereof or the District of Columbia (or any
domestic branch of a foreign bank), which (i) has either (A) a long-term unsecured debt rating of
“AAA” or better by Standard & Poor’s and Fitch or (B) a certificate of deposit rating of “A-1+” by
Standard & Poor’s and “F1+” by Fitch, or any other long-term, short-term or certificate of deposit
rating acceptable to the Rating Agencies and (ii) whose deposits are insured by the FDIC or (b) the
corporate trust department of the Indenture Trustee or the Owner Trustee. If so qualified, the
Indenture Trustee or the Owner Trustee may also be considered an Eligible Institution for the
purposes of clause (a) of this definition.



     “Eligible Investments” means, subject to the last sentence below of this definition,
book-entry securities, negotiable instruments or securities represented by instruments in bearer or
registered form which evidence:




     (a) direct obligations of, and obligations fully guaranteed as to the full and timely
payment by, the United States of America;




     (b) demand deposits, time deposits or certificates of deposit of any depository
institution or trust company incorporated under the laws of the United States of America or
any state thereof (or any domestic branch of a foreign bank) and subject to supervision and
examination by Federal or State banking or depository institution authorities; provided,
however, that at the time of the investment or contractual commitment to invest therein, the
commercial paper or other short-term unsecured debt obligations (other than such obligations
the rating of which is based on the credit of a Person other than such depository
institution or trust company) thereof shall have a credit rating from each of the Rating
Agencies in the highest applicable rating category granted thereby;




     (c) commercial paper, variable amount notes or other short term debt obligations
having, at the time of the investment or contractual commitment to invest therein, a rating
from each of the Rating Agencies in the highest applicable rating category granted thereby;




     (d) investments in money market or common trust funds having a rating from each of the
Rating Agencies in the highest applicable rating category granted thereby, including funds
for which the Indenture Trustee or the Owner Trustee or any of their respective Affiliates
is investment manager or advisor;




     (e) bankers’ acceptances issued by any depository institution or trust company referred
to in clause (b) above;




     (f) repurchase obligations with respect to any security that is a direct obligation of,
or fully guaranteed by, the United States of America or any agency or instrumentality
thereof the obligations of which are backed by the full faith and credit of the United
States of America, in either case entered into with a depository institution or trust
company (acting as principal) described in clause (b);




     (g) repurchase obligations with respect to any security or whole loan, entered into
with (i) a depository institution or trust company (acting as principal) described in clause
(b) above (except that the rating referred to in the proviso in such clause (b) shall



5









 







be “A-1” or higher in the case of Standard & Poor’s) (such depository institution or trust
company being referred to in this definition as a “financial institution”), (ii) a
broker/dealer (acting as principal) registered as a broker or dealer under Section 15 of the
Exchange Act (a “broker/dealer”) the unsecured short-term debt obligations of which are
rated at least “A-1” by Standard & Poor’s and “F1” by Fitch at the time of entering into
such repurchase obligation (a “rated broker/dealer”), (iii) an unrated broker/dealer (an
“unrated broker/dealer”), acting as principal, that is a wholly-owned subsidiary of a
non-bank holding company the unsecured short-term debt obligations of which are rated at
least “A-1” by Standard & Poor’s and “F1” by Fitch at the time of entering into such
repurchase obligation (a “Rated Holding Company”) or (iv) an unrated subsidiary (a
“Guaranteed Counterparty”), acting as principal, that is a wholly-owned subsidiary of a
direct or indirect parent Rated Holding Company, which guarantees such subsidiary’s
obligations under such repurchase agreement; provided that the following conditions are
satisfied:




     (A) the aggregate amount of funds invested in repurchase obligations of a
financial institution, a rated broker/dealer, an unrated broker/dealer or Guaranteed
Counterparty in respect of which the Standard & Poor’s unsecured short-term ratings
are “A-1” (in the case of an unrated broker/dealer or Guaranteed Counterparty, such
rating being that of the related Rated Holding Company) shall not exceed 20% of the
sum of the then outstanding principal amount of the Notes (there being no limit on
the amount of funds that may be invested in repurchase obligations in respect of
which such Standard & Poor’s rating is “A-1+” (in the case of an unrated
broker/dealer or Guaranteed Counterparty, such rating being that of the related
Rated Holding Company));




     (B) in the case of the amount allocated to the Reserve Account, the rating from
Standard & Poor’s in respect of the unsecured short-term debt obligations of the
financial institution, rated broker/dealer, unrated broker/dealer or Guaranteed
Counterparty (in the case of an unrated broker/dealer or Guaranteed Counterparty,
such rating being that of the related Rated Holding Company) shall be “A-1+”;




     (C) the repurchase obligation must mature within 30 days of the date on which
the Indenture Trustee or the Issuer, as applicable, enters into such repurchase
obligation;




     (D) the repurchase obligation shall not be subordinated to any other obligation
of the related financial institution, rated broker/dealer, unrated broker/dealer or
Guaranteed Counterparty;




     (E) the collateral subject to the repurchase obligation is held, in the
appropriate form, by a custodial bank on behalf of the Indenture Trustee or the
Issuer, as applicable;




     (F) the repurchase obligation shall require that the collateral subject thereto
shall be marked to market daily;



6









 






     (G) in the case of a repurchase obligation of a Guaranteed Counterparty, the
following conditions shall also be satisfied:




     (i) the Indenture Trustee or the Issuer, as applicable, shall have
received an opinion of counsel (which may be in-house counsel) to the effect
that the guarantee of the related Rated Holding Company is a legal, valid
and binding agreement of the Rated Holding Company, enforceable in
accordance with its terms, subject as to enforceability to bankruptcy,
insolvency, reorganization and moratorium or other similar laws affecting
creditors’ rights generally and to general equitable principles;




     (ii) the Indenture Trustee or the Issuer, as applicable, shall have
received (x) an incumbency certificate for the signer of such guarantee,
certified by an officer of such Rated Holding Company and (y) a resolution,
certified by an officer of the Rated Holding Company, of the board of
directors (or applicable committee thereof) of the Rated Holding Company
authorizing the execution, delivery and performance of such guarantee by the
Rated Holding Company;




     (iii) the only conditions to the obligation of such Rated Holding
Company to pay on behalf of the Guaranteed Counterparty shall be that the
Guaranteed Counterparty shall not have paid under such repurchase obligation
when required (it being understood that no notice to, demand on or other
action in respect of the Guaranteed Counterparty is necessary) and that the
Indenture Trustee or the Issuer shall make a demand on the Rated Holding
Company to make the payment due under such guarantee;




     (iv) the guarantee of the Rated Holding Company shall be irrevocable
with respect to such repurchase obligation and shall not be subordinated to
any other obligation of the Rated Holding Company;




     (v) Standard & Poor’s has confirmed in writing to the Indenture Trustee
or Issuer, as applicable, that it has reviewed the form of the guarantee of
the Rated Holding Company and has determined that the issuance of such
guarantee will not result in the downgrade or withdrawal of the ratings
assigned to the Notes;




     (vi) the Issuer or the Indenture Trustee shall have provided prior
written notice to Fitch of the proposed investment in such repurchase
obligation of a Guaranteed Counterparty; and




     (H) the repurchase obligation shall require that the repurchase obligation be
overcollateralized and shall provide that, upon any failure to maintain such
overcollateralization, the repurchase obligation shall become due and payable, and
unless the repurchase obligation is satisfied immediately, the collateral
subject to the repurchase agreement shall be liquidated and the proceeds
applied to satisfy the unsatisfied portion of the repurchase obligation; or



7









 






     (h) any other investment with respect to which the Issuer or the Servicer has received
written notification from the Rating Agencies that the acquisition of such investment as an
Eligible Investment will not result in a withdrawal or downgrading of the ratings assigned
to the Notes.



     Notwithstanding anything to the contrary in clauses (b) through (g) above, the Fitch
short-term rating requirement applicable to an Eligible Investment specified in any such clause
shall be (x) at least “F1” if such Eligible Investment matures in 30 days or less from the time of
investment by the Issuer or the Indenture Trustee, as the case may be, and (y) “F1+” if such
Eligible Investment matures more than 30 days from the time of investment by the Issuer or the
Indenture Trustee, as the case may be.



     “Eligible Servicer” shall mean a Person which, at the time of its appointment as
Servicer, (i) has a net worth of not less than $100,000,000, (ii) is servicing a portfolio of motor
vehicle retail installment sale contracts and/or motor vehicle loans, (iii) is legally qualified,
and has the capacity, to service the Receivables, (iv) has demonstrated the ability to service a
portfolio of motor vehicle retail installment sale contracts and/or motor vehicle loans similar to
the Receivables professionally and competently in accordance with standards of skill and care that
are consistent with prudent industry standards and (v) is qualified and entitled to use pursuant to
a license or other written agreement, and agrees to maintain the confidentiality of, the software
which the Servicer uses in connection with performing its duties and responsibilities under this
Agreement or obtains rights to use, or develops at its own expense, software which is adequate to
perform its duties and responsibilities under this Agreement.



     “Error” has the meaning specified in Section 8.02(b).



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “FDIC” means the Federal Deposit Insurance Corporation, or its successor.



     “Final Scheduled Maturity Date” means August 31, 2016.



     “Financed Vehicle” means an automobile or light-duty truck, together with all
accessions thereto, securing an Obligor’s indebtedness under the respective Receivable.



     “First Priority Principal Distribution Amount” means, with respect to a Payment Date,
the excess, if any, of the Outstanding Amount of the Class A Notes immediately prior to such
Payment Date over the Related Pool Balance for such Payment Date.



     “Fitch” means Fitch, Inc., or its successor.



     “Form 10-D Disclosure Item” means with respect to any Person, any litigation or
governmental proceedings pending against such Person, or any of the Issuer, the Seller, the
Indenture Trustee, the Owner Trustee or the Servicer if such Person, or in the case of the Owner
Trustee or Indenture Trustee, a Responsible Officer of
such Person, has actual knowledge thereof,
in each case that would be material to the Noteholders.



     “Form 10-K Disclosure Item” means with respect to any Person, (a) any Form 10-D
Disclosure Item, (b) any affiliations between such Person and any Item 1119 Party, to the extent
such Person, or in the case of the Owner Trustee or Indenture Trustee, a Responsible Officer of



8









 







such Person, has actual knowledge thereof and (c) any relationships or transactions between such
Person and any Item 1119 Party that are outside the ordinary course of business or on terms other
than would be obtained in an arm’s-length transaction with an unrelated third party, apart from the
transactions contemplated under the Basic Documents, and that are material to the investors’
understanding of the Notes, but only to the extent such Person, or in the case of the Owner Trustee
or Indenture Trustee, a Responsible Officer of such Person, has actual knowledge of such
relationships or transactions.



     “Fourth Priority Principal Distribution Amount” means, with respect to a Payment Date,
(A) the excess, if any, of the Outstanding Amount of the Class A Notes, Class B Notes, Class C
Notes and Class D Notes immediately prior to such Payment Date over the Related Pool Balance for
such Payment Date, minus (B) the First Priority Principal Distribution Amount, minus (C) the Second
Priority Principal Distribution Amount, minus (D) the Third Priority Principal Distribution Amount.



     “Indenture” means the Indenture dated as of September 29, 2010, between the Issuer and
the Indenture Trustee.



     “Indenture Trustee” means the Person acting as Indenture Trustee under the Indenture,
its successors in interest and any successor trustee under the Indenture.



     “Initial Overcollateralization Amount” means $100,840,515.46.



     “Insolvency Event” means, with respect to a specified Person, (a) the filing of a
decree or order for relief by a court having jurisdiction in the premises in respect of such Person
or any substantial part of its property in an involuntary case under any applicable federal or
state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such
Person or for any substantial part of its property, or ordering the winding-up or liquidation of
such Person’s affairs, and such decree or order shall remain unstayed and in effect for a period of
60 consecutive days; or (b) the commencement by such Person of a voluntary case under any
applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect,
or the consent by such Person to the entry of an order for relief in an involuntary case under any
such law, or the consent by such Person to the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for
any substantial part of its property, or the making by such Person of any general assignment for
the benefit of creditors, or the failure by such Person generally to pay its debts as such debts
become due, or the taking of action by such Person in furtherance of any of the foregoing.



     “Investment Earnings” means, with respect to any Payment Date, the investment earnings
(net of losses and investment expenses), if any, on amounts on deposit in the Deposit Account to be
applied on such Payment Date pursuant to Section 5.01(b).



     “Issuer” means Chrysler Financial Auto Securitization Trust 2010-A.



     “Item 1119 Party” means a party identified on Appendix A to this Agreement.



9









 





     “Lien” means a security interest, lien, charge, pledge, equity or encumbrance of any
kind, other than tax liens, mechanics’ liens and any liens that attach to the respective Receivable
by operation of law as a result of any act or omission by the related Obligor.



     “Liquidated Receivable” means any Receivable liquidated by the Servicer through the
sale of a Financed Vehicle or otherwise.



     “Liquidation Proceeds” means, with respect to any Liquidated Receivable, the moneys
collected in respect thereof, from whatever source on a Liquidated Receivable during the Collection
Period in which such Receivable became a Liquidated Receivable, net of the sum of any amounts
expended by the Servicer in connection with such liquidation and any amounts required by law to be
remitted to the Obligor on such Liquidated Receivable.



     “Monthly Tape” has the meaning specified in Section 4.15.



     “Net Credit Loss” means, for any Collection Period, the aggregate Principal Balances
of all Receivables that were charged-off as uncollectible during such Collection Period (net of all
Recoveries with respect to the Receivables received in such Collection Period).



     “Net Credit Loss Percentage” means, with respect to any Collection Period, the
percentage equivalent of a fraction, the numerator of which is the sum of Net Credit Losses for
such Collection Period and all preceding Collection Periods, and the denominator of which is equal
to the aggregate Principal Balance of the Receivables as of the Cutoff Date.



     “Note Principal Distribution Account” means the account designated as such,
established and maintained pursuant to Section 5.01.



     “Notes” means the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class B Notes,
Class C Notes, Class D Notes and Class E Notes.



     “Obligor” on a Receivable means the purchaser or co-purchasers of the Financed Vehicle
and any other Person who owes payments under the Receivable.



     “Officer’s Certificate” means a certificate signed by the chairman of the board, any
vice president, the controller or any assistant controller, the president, a treasurer, assistant
treasurer, secretary or assistant secretary of the Seller, the Company or the Servicer, as
appropriate.



     “OMSC Receivable” means any Receivable acquired by CFSA from the Overseas Military
Sales Corporation, or its successor.



     “Opinion of Counsel” means one or more written opinions of counsel, who may be an
employee of or counsel to the Seller, the Company or the Servicer, which counsel shall be
acceptable to the Indenture Trustee, the Owner Trustee or the Rating Agencies, as applicable.



     “Original Pool Balance” means $2,100,840,515.46.



     “Overcollateralization Amount” means, with respect to any Payment Date, (i) the
Related Pool Balance minus (ii) the Securities Amount.



     “Owner Trust Estate” has the meaning assigned to such term in the Trust Agreement.



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     “Owner Trustee” means the Person acting as Owner Trustee under the Trust Agreement,
its successors in interest and any successor owner trustee under the Trust Agreement.



     “Payment Date” means, with respect to each Collection Period, the eighth
(8th) day of the following month or, if such day is not a Business Day, the immediately
following Business Day, commencing on October 8, 2010.



     “Payment Determination Date” means, with respect to any Payment Date, two Business
Days immediately preceding such Payment Date.



     “Person” shall mean any individual, corporation, limited liability company, estate,
partnership, joint venture, association, joint stock company, trust, unincorporated organization,
or government or any agency or political subdivision thereof.



     “Physical Property” has the meaning assigned to such term in the definition of
“Delivery” above.



     “Pool Balance” means, as of the close of business on the last day of a Collection
Period, the aggregate Principal Balance of the Receivables as of such day (excluding Purchased
Receivables and Liquidated Receivables).



     “Predecessor Servicer Work Product” has the meaning specified in Section 8.02(b).



     “Principal Balance” of a Receivable, as of the close of business on any date of
determination, means the Amount Financed minus the sum of (i) the portion of all payments made by
or on behalf of the related Obligor on or prior to such day and allocable to principal using the
Simple Interest Method and (ii) the principal portion of the Purchase Amount paid with respect to
the Receivable.



     “Purchase Agreement” means the Purchase Agreement dated as of September 29, 2010,
between the Seller and the Company.



     “Purchase Amount” means the amount, as of the close of business on the last day of a
Collection Period, required to prepay in full a Receivable under the terms thereof including
interest to the end of the month of purchase.



     “Purchased Receivable” means a Receivable purchased as of the close of business on the
last day of a Collection Period by the Servicer pursuant to Section 4.07 or by the Seller pursuant
to Section 3.02.



     “Rating Agency” means Standard & Poor’s and Fitch or, if no such organization or
successor is any longer in existence, a nationally recognized statistical rating organization or
other comparable Person designated by the Seller, notice of which designation shall be given to the
Indenture Trustee, the Owner Trustee, the Servicer and the Backup Servicer.



     “Rating Agency Condition” means, with respect to any action, that each Rating Agency
shall have been given 10 days’ (or such shorter period as shall be acceptable to each Rating
Agency) prior notice thereof and that each of Standard & Poor’s and Fitch shall have notified the
Seller, the Company, the Servicer, the Backup Servicer, the Owner Trustee and the Indenture Trustee
in writing that such action will not result in a reduction or withdrawal of the then current



11









 




rating of the Senior Notes; provided, however, that upon payment in full of the Senior Notes,
“Rating Agency Condition” means, with respect to any action, that the Holders of a majority of the
Class E Stated Principal Amount of the Class E Notes shall have consented in writing prior to the
taking of such action.




     “Receivable” means any Contract listed on Schedule A (which Schedule may be in the
form of microfiche).



     “Receivable Files” means the documents specified in Section 3.03.



     “Recoveries” means, with respect to any Liquidated Receivable, the moneys collected in
respect thereof, from whatever source, after the Collection Period in which such Receivable became
a Liquidated Receivable, net of the sum of any amounts expended by the Servicer in connection with
the recovery of such moneys.



     “Regulation AB” means subpart 229.1100 — Asset Backed Securities (Regulation AB), 17
C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such
clarification and interpretation as have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7,
2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from
time to time.



     “Related Pool Balance” means, with respect to any Payment Date, the Pool Balance as of
the end of the related Collection Period.



     “Reportable Event” means any event required to be reported on Form 8-K, and in any
event, the following:




     (a) entry into a definitive agreement related to the Issuer, the Notes or the
Receivables, or an amendment to a Basic Document, even if the Seller is not a party to such
agreement (e.g., a servicing agreement with a servicer contemplated by Item 1108(a)(3) of
Regulation AB), it being understood that the event specified in this clause (a) shall not
apply to a Person other than the Seller if the Seller is a party to such agreement;




     (b) termination of a Basic Document (other than by expiration of the agreement on its
stated termination date or as a result of all parties completing their obligations under
such agreement), even if the Seller is not a party to such agreement (e.g., a servicing
agreement with a servicer contemplated by Item 1108(a)(3) of Regulation AB), it being
understood that the event specified in this clause (b) shall not apply to a Person other
than the Seller if the Seller is a party to such agreement;




     (c) with respect to the Servicer only, the occurrence of a Servicing Default or an
Event of Default;




     (d) the resignation, removal, replacement, substitution of the Indenture Trustee, the
Owner Trustee or any Co-Trustee only as applicable to each party;



12









 






     (e) with respect to the Indenture Trustee only, a required distribution to holders of
the Notes is not made as of the required Payment Date under the Indenture; and




     (f) with respect to the Servicer only, if the Servicer becomes aware of any bankruptcy
or receivership of the Seller, the Indenture Trustee, the Owner Trustee, any enhancement or
support provider contemplated by Item 1114(b) or 1115 of Regulation AB, or other material
party contemplated by Item 1100(d)(1) of Regulation AB.



     “Reporting Subcontractor” means with respect to a Person, any Subcontractor determined
by such Person pursuant to Section 11.07 to be “participating in the servicing function” within the
meaning of Item 1122 of Regulation AB. References to a Reporting Subcontractor shall refer only to
the Subcontractor of such Person and shall not refer to Subcontractors generally.



     “Required Principal Distribution Amount” means, with respect to a Payment Date, the
excess, if any, of (a) the Outstanding Amount of the Senior Notes immediately prior to such Payment
Date over (b) (I) the Related Pool Balance for such Payment Date minus (II) the Target
Overcollateralization Amount for such Payment Date.



     “Reserve Account” means the account designated as such, established and maintained
pursuant to Section 5.06.



     “Reserve Account Initial Deposit” means the initial deposit of cash and Eligible
Investments in the amount of $10,504,202.58 made by the Seller into the Deposit Account on the
Closing Date.



     “Sarbanes-Oxley Certificate” means the certification concerning the Trust to be signed
by an officer of the Servicer and submitted to the Securities and Exchange Commission pursuant to
the Sarbanes-Oxley Act of 2002.



     “Second Priority Principal Distribution Amount” means, with respect to a Payment Date,
(A) the excess, if any, of the Outstanding Amount of the Class A Notes and Class B Notes
immediately prior to such Payment Date over the Related Pool Balance for such Payment Date, minus
(B) the First Priority Principal Distribution Amount.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Securities Amount” means, with respect to any Payment Date, the sum of the aggregate
Outstanding Amount of the Senior Notes after giving effect to payments of principal made on the
Senior Notes on such Payment Date.



     “Seller” means CFSA and its successors in interest to the extent permitted hereunder.



     “Senior Notes” means collectively the Class A-1 Notes, Class A-2 Notes, the Class A-3
Notes, Class B Notes, the Class C Notes and the Class D Notes, until each such class is paid in
full.



     “Servicer” means CFSA, as the servicer of the Receivables, and each successor to CFSA
(in the same capacity), including the Backup Servicer if the Backup Servicer is appointed successor
Servicer, pursuant to Section 7.04 or 8.02.



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     “Servicer Default” means an event specified in Section 8.01.



     “Servicer’s Certificate” means a certificate of the Servicer delivered pursuant to
Section 4.09, substantially in the form of Exhibit B.



     “Servicing Criteria” means the servicing criteria set forth in Item 1122(d) of
Regulation AB.



     “Servicing Fee” means the fee payable to the Servicer for services rendered during
each Collection Period, determined pursuant to Section 4.08.



     “Servicing Fee Rate” means 1/12 of 1.00%.



     “Simple Interest Method” means the method of allocating a fixed level payment to
principal and interest, pursuant to which the portion of such payment that is allocated to interest
is equal to the product of the fixed rate of interest multiplied by the unpaid principal balance
multiplied by a fraction, the numerator of which is the number of days elapsed since the preceding
payment of interest was made, the denominator of which is 365, and the remainder of such payment is
allocable to principal.



     “Simple Interest Receivable” means any Receivable under which the portion of a payment
allocable to interest and the portion allocable to principal is determined in accordance with the
Simple Interest Method.



     “Specified Reserve Amount” means, with respect to any Payment Date, an amount equal to
the Reserve Account Initial Deposit.



     “Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc., or its successor.



     “Subcontractor” means any vendor, subcontractor or other Person that is not
responsible for the overall servicing (as “servicing” is commonly understood by participants in the
asset-backed securities market) of Receivables but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to the Receivables under the direction or
authority of the Servicer or the Indenture Trustee.



     “Target Overcollateralization Amount” means, with respect to a Payment Date, the
greater of (A) P times Target OC Percentage and (B) the OC Floor, where:



     P = (a) the Related Pool Balance for such Payment Date



	 	 	 

	     Target OC Percentage =

	 	8.0%; provided, however, that if the Net Credit Loss Percentage for
the related or any other preceding Collection Period exceeded 5.5% but not in excess of
6.5%, then the Target OC Percentage is 12.0%; provided, further, that if the Net Credit
Loss Percentage for the related or any other preceding Collection Period exceeded 6.5%,
then the Target OC Percentage is 15.0%






     OC Floor = the lesser of (a) P and (b) the product of 5.0% times Pi



14









 





     Pi = the Original Pool Balance



     “Third Priority Principal Distribution Amount” means, with respect to a Payment Date,
(A) the excess, if any, of the Outstanding Amount of the Class A Notes, Class B Notes and Class C
Notes immediately prior to such Payment Date over the Related Pool Balance for such Payment Date,
minus (B) the First Priority Principal Distribution Amount, minus (C) the Second Priority Principal
Distribution Amount.



     “Total Distribution Amount” means, for any Payment Date and the Collection Period
preceding such Payment Date, the sum of the following amounts, without duplication: (a) all
collections on Receivables (including payments relating to refunds of extended warranty protection
plan costs or of physical damage, credit life or disability insurance policy premiums, but only to
the extent that such costs or premiums were financed by the respective obligor as of the date of
the related Contract), (b) all Liquidation Proceeds (including Recoveries) of Receivables that
became Liquidated Receivables in accordance with the Servicer’s customary servicing procedures, (c)
the Purchase Amount of each Receivable that became a Purchased Receivable in such Collection
Period, and (d) Investment Earnings deposited in the Deposit Account during such Collection Period.



     “Transition Costs” means reasonable costs and expenses (including attorneys’ fees)
incurred by any successor Servicer in connection with transferring the Receivable Files to such
successor Servicer (including the Backup Servicer) and other expenses incurred by the successor
Servicer in connection with the succession as Servicer.



     “Trust” means the Issuer.



     “Trust Account Property” means the Deposit Account, all amounts and investments held
from time to time in the Deposit Account (whether in the form of deposit accounts, Physical
Property, book-entry securities, uncertificated securities or otherwise), including the Reserve
Account Initial Deposit, and all proceeds of the foregoing.



     “Trust Agreement” means the Amended and Restated Trust Agreement dated as of September
29, 2010, between the Seller and the Owner Trustee.



     “Trust Officer” means any officer within the Corporate Trust Office of the Indenture
Trustee, including any Vice President, Assistant Vice President, Secretary, Assistant Secretary or
any other officer of the Indenture Trustee customarily performing functions similar to those
performed by any of the above designated officers and also, with respect to a particular matter,
any other officer to whom such matter is referred because of such officer’s knowledge of and
familiarity with the particular subject.



     “Wells Fargo” means Wells Fargo Bank, National Association, a national banking
association, or its successors.



     Section 1.02 Other Definitional Provisions. (a) Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to them in the Indenture.



     (b) All terms defined in this Agreement shall have the defined meanings when used in any
certificate or other document made or delivered pursuant hereto unless otherwise defined therein.



15









 





     (c) As used in this Agreement and in any certificate or other document made or delivered
pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such
certificate or other document, and accounting terms partly defined in this Agreement or in any such
certificate or other document to the extent not defined, shall have the respective meanings given
to them under generally accepted accounting principles. To the extent that the definitions of
accounting terms in this Agreement or in any such certificate or other document are inconsistent
with the meanings of such terms under generally accepted accounting principles, the definitions
contained in this Agreement or in any such certificate or other document shall control.



     (d) The words “hereof”, “herein”, “hereunder” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular provision of this
Agreement; Article, Section, Schedule and Exhibit references contained in this Agreement are
references to Articles, Sections, Schedules and Exhibits in or to this Agreement unless otherwise
specified; and the term “including” and its variants shall be deemed to be followed by “without
limitation”.



     (e) The definitions contained in this Agreement are applicable to the singular as well as the
plural forms of such terms and to the masculine as well as to the feminine and neuter genders of
such terms.



     (f) Any agreement, instrument or statute defined or referred to herein or in any instrument or
certificate delivered in connection herewith means such agreement, instrument or statute as from
time to time amended, modified or supplemented and includes (in the case of agreements or
instruments) references to all attachments thereto and instruments incorporated therein; references
to a Person are also to its permitted successors and assigns.



     (g) For all purposes of this Agreement and the Basic Documents, interest with respect to all
Classes of Senior Notes other than the Class A-1 Notes shall be computed on the basis of a 360-day
year consisting of twelve 30-day months; interest with respect to the Class A-1 Notes shall be
computed on the basis of the actual number of days in each applicable Class A-1 Interest Accrual
Period divided by 360.



ARTICLE II




Conveyance of Receivables



     Section 2.01 Conveyance of Receivables. In consideration of the Issuer’s delivery to
or upon the order of the Seller of $1,295,456,743.72 (which amount represents the Original Pool
Balance less (i) the Reserve Account Initial Deposit, (ii) the Initial Overcollateralization
Amount, (iii) the Class A-1 Principal Balance, (iv) the purchase price paid by the Seller to the
Issuer for the Class E Notes and the Certificate and (v) certain other discounts and expenses of
the Issuer), the Seller does hereby sell,
transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to
the obligations of the Seller set forth herein), all right, title and interest of the Seller in and
to:




     (a) the Receivables and all moneys received thereon after August 31, 2010;



16









 






     (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the
Receivables and any other interest of the Seller in such Financed Vehicles;




     (c) any proceeds with respect to the Receivables from claims on any physical damage,
credit life or disability insurance policies covering Financed Vehicles or Obligors;




     (d) any proceeds from recourse to Dealers with respect to Receivables with respect to
which the Servicer has determined in accordance with its customary servicing procedures that
eventual payment in full is unlikely;




     (e) any Financed Vehicle that shall have secured a Receivable and shall have been
acquired by or on behalf of the Seller, the Servicer or the Trust;




     (f) all funds on deposit from time to time in the Deposit Account (including without
limitation any subaccount thereof), including the Reserve Account Initial Deposit, and in
all investments and proceeds thereof (including all income thereon); and




     (g) the proceeds of any and all of the foregoing.




     (h) The Seller hereby directs the Issuer to issue the Class E Notes and the Certificates to
the order of Chrysler Residual Holdco LLC. The Seller and the Issuer acknowledge that
$686,452,000.00 of the purchase price of the Receivables owed by the Issuer to the Seller pursuant
to this Section 2.01 (which amount is not included in the first sentence of Section 2.01) shall be
offset by the Issuer against delivery of the Class A-1 Notes to the order of the Seller.



ARTICLE III




The Receivables



     Section 3.01 Representations and Warranties of Seller with Respect to the Receivables.
The Seller makes the following representations and warranties as to the Receivables on which the
Issuer is deemed to have relied in acquiring the Receivables. Such representations and warranties
speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall
survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge thereof
to the Indenture Trustee pursuant to the Indenture.




     (a) Characteristics of Receivables. Each Receivable (A) was originated in the
United States of America by a Dealer for the retail sale of a Financed Vehicle in the
ordinary course of such Dealer’s business, was fully and properly executed by the parties
thereto, was purchased by the Seller from such Dealer under an existing dealer agreement,
(B) is the subject of a valid, subsisting and enforceable first priority security
interest in favor of the Seller and is assignable by the Seller to the Issuer and by
the Issuer to the Indenture Trustee, (C) contains customary and enforceable provisions such
that the rights and remedies of the holder thereof are adequate for realization against the
collateral of the benefits of the security, and (D) generally provides for level monthly
payments (provided, that the payment in the first or last month in the life of a Receivable
may be



17









 







minimally different from the level payments) that fully amortize the Amount Financed
by maturity and yield interest at the Annual Percentage Rate. No Receivable conveyed to the
Issuer on the Closing Date is an OMSC Receivable or has forced-placed physical damage
insurance.




     (b) Schedule of Receivables. The information set forth in Schedule A to this
Agreement is true and correct in all material respects as of the close of business on the
Cutoff Date, and no selection procedures believed to be adverse to the Noteholders or
Certificateholders were utilized in selecting the Receivables. The computer tape or other
listing regarding the Receivables made available to the Issuer and its assigns (which
computer tape or other listing is required to be delivered as specified herein) is true and
correct in all respects.




     (c) Compliance with Law. Each Receivable and the sale of the Financed Vehicle
complied at the time it was originated or made and, at the execution of this Agreement,
complies in all material respects with all requirements of applicable federal, state and
local laws and regulations thereunder, including usury laws, the federal Truth-in-Lending
Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt
Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act,
the Federal Reserve Board’s Regulations B and Z, the Texas Consumer Credit Code and State
adaptations of the National Consumer Act and of the Uniform Consumer Credit Code, and other
consumer credit laws and equal credit opportunity and disclosure laws.




     (d) Binding Obligation. Each Receivable represents the genuine, legal, valid
and binding payment obligation in writing of the Obligor, enforceable by the holder thereof
in accordance with its terms.




     (e) No Government Obligor. None of the Receivables is due from the United
States of America or any State or from any agency, department or instrumentality of the
United States of America or any State.




     (f) Security Interest in Financed Vehicle. Immediately prior to the sale,
assignment and transfer thereof, each Receivable shall be secured by a validly perfected
first priority security interest in the Financed Vehicle in favor of the Seller as secured
party or all necessary and appropriate actions have been commenced that would result in the
valid perfection of a first security interest in the Financed Vehicle in favor of the Seller
as secured party.




     (g) Receivables in Force. No Receivable has been satisfied, subordinated or
rescinded, nor has any Financed Vehicle been released from the lien granted by the related
Receivable in whole or in part.




     (h) No Amendments. No Receivable has been amended such that the amount of the
Obligor’s scheduled payments has been increased.




     (i) No Waiver. No provision of a Receivable has been waived.



18









 






     (j) No Defenses. No right of rescission, setoff, counterclaim or defense has
been asserted or threatened with respect to any Receivable.




     (k) No Liens. To the best of the Seller’s knowledge, no liens or claims have
been filed for work, labor or materials relating to a Financed Vehicle that are liens prior
to, or equal to or coordinate with, the security interest in the Financed Vehicle granted by
any Receivable.




     (l) No Default. No Receivable has a payment that is more than 30 days overdue
as of the Cutoff Date, and, except as permitted in this paragraph, no default, breach,
violation or event permitting acceleration under the terms of any Receivable has occurred;
and no continuing condition that with notice or the lapse of time would constitute a
default, breach, violation or event permitting acceleration under the terms of any
Receivable has arisen; and the Seller has not waived and shall not waive any of the
foregoing.




     (m) Insurance. The Seller, in accordance with its customary procedures, has
determined that, at the origination of the Receivable, the Obligor had obtained physical
damage insurance covering the Financed Vehicle and under the terms of the Receivable the
Obligor is required to maintain such insurance.




     (n) Title. It is the intention of the Seller that the transfer and assignment
herein contemplated constitute a sale of the Receivables from the Seller to the Issuer and
that the beneficial interest in and title to the Receivables not be part of the debtor’s
estate in the event of the filing of a bankruptcy petition by or against the Seller under
any bankruptcy law. No Receivable has been sold, transferred, assigned or pledged by the
Seller to any Person other than the Issuer. Immediately prior to the transfer and
assignment herein contemplated, the Seller had good and marketable title to each Receivable
free and clear of all Liens, encumbrances, security interests and rights of others and,
immediately upon the transfer thereof, the Issuer shall have good and marketable title to
each Receivable, free and clear of all Liens, encumbrances, security interests and rights of
others; and the transfer has been perfected under the UCC.




     (o) Lawful Assignment. No Receivable has been originated in, or is subject to
the laws of, any jurisdiction under which the sale, transfer and assignment of such
Receivable or any Receivable under this Agreement or the Indenture is unlawful, void or
voidable.




     (p) All Filings Made. All filings (including UCC filings) necessary in any
jurisdiction to give the Issuer a first priority perfected ownership interest in the
Receivable, and to give the Indenture Trustee a first priority perfected security interest
therein, shall have been made.




     (q) One Original. There is only one original executed copy of each Receivable.




     (r) Maturity of Receivables. Each Receivable has a final maturity date on or
before August 31, 2016.



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     (s) Scheduled Payments. (A) Each Receivable has a scheduled due date prior to
the end of the month following the Cutoff Date and (B) no Receivable has a payment that is
more than 30 days overdue as of the Cutoff Date, and each Receivable has a final scheduled
payment date no later than the Final Scheduled Maturity Date.




     (t) Location of Receivable Files. The Receivable Files are kept at one or more
of the locations listed in Schedule B.




     (u) Remaining Maturity. The latest scheduled maturity of any Receivable shall
be no later than the Final Scheduled Maturity Date.




     (v) Outstanding Principal Balance. Each Receivable has an outstanding
principal balance of at least $1,000.00.




     (w) No Bankruptcies. No Obligor on any Receivable as of the Cutoff Date was
noted in the related Receivable File as the subject of a bankruptcy proceeding.




     (x) No Repossessions. No Financed Vehicle securing any Receivable is in
repossession status.




     (y) Chattel Paper. Each Receivable constitutes “tangible chattel paper” as
defined in the UCC.




     (z) Agreement. The representations of the Seller in Section 6.01 are true and
correct.




     (aa) Financing. As of the Cutoff Date, approximately 84.71% of the aggregate
principal balance of the Receivables, constituting approximately 77.45% of the number of
Receivables, represents new vehicles; all of the Receivables are Simple Interest
Receivables. The aggregate principal balance of the Receivables, as of the Cutoff Date is
$2,100,840,515.46.



     Section 3.02 Repurchase upon Breach. The Seller, the Servicer, the Backup Servicer or
the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the
Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s
representations and warranties made pursuant to Section 3.01 or 6.01. Unless any such breach shall
have been cured by the last day of the second Collection Period following the discovery thereof by
the Owner Trustee or receipt by the Owner Trustee of written notice from the Seller, the Servicer
or the Backup Servicer of such breach, the Seller shall be obligated to repurchase any Receivable
materially and adversely affected by any such breach as of such last day (or, at the Seller’s
option, the last day of the first Collection Period following the discovery). In consideration of
the repurchase of any such Receivable, the Seller shall remit the Purchase Amount, in the manner
specified in Section 5.04. Subject to the
provisions of Section 6.03, the sole remedy of the Issuer, the Owner Trustee, the Indenture
Trustee, the Noteholders, the Backup Servicer or the Certificateholders with respect to a breach of
representations and warranties pursuant to Section 3.01 and the agreement contained in this Section
shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the
conditions contained herein.



     Section 3.03 Custody of Receivable Files. To assure uniform quality in servicing the
Receivables and to reduce administrative costs, the Issuer hereby revocably appoints the



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Servicer,
and the Servicer hereby accepts such appointment, to act for the benefit of the Issuer and the
Indenture Trustee as custodian of the following documents or instruments which are hereby or will
hereby be constructively delivered to the Indenture Trustee, as pledgee of the Issuer, as of the
Closing Date with respect to each Receivable:




     (a) the fully executed original of the Receivable;




     (b) the original credit application fully executed by the Obligor;




     (c) the original certificate of title or such documents that the Servicer or the Seller
shall keep on file, in accordance with its customary procedures, evidencing the security
interest of the Seller in the Financed Vehicle; and




     (d) any and all other documents that the Servicer or the Seller shall keep on file, in
accordance with its customary procedures, relating to a Receivable, an Obligor or a Financed
Vehicle.



     Section 3.04 Duties of Servicer as Custodian. (a) Safekeeping. The Servicer
shall hold the Receivable Files as custodian for the benefit of the Issuer and maintain such
accurate and complete accounts, records and computer systems pertaining to each Receivable File as
shall enable the Issuer to comply with this Agreement. In performing its duties as custodian the
Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer
exercises with respect to the receivable files relating to all comparable automotive receivables
that the Servicer services for itself or others. The Servicer shall conduct, or cause to be
conducted, periodic audits of the Receivable Files held by it under this Agreement and of the
related accounts, records and computer systems, in such a manner as shall enable the Issuer or the
Indenture Trustee to verify the accuracy of the Servicer’s record keeping. The Servicer shall
promptly report to the Issuer and the Indenture Trustee any failure on its part to hold the
Receivable Files and maintain its accounts, records and computer systems as herein provided and
shall promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed
to require an initial review or any periodic review by the Issuer or the Indenture Trustee of the
Receivable Files.



     (b) Maintenance of and Access to Records. The Servicer shall maintain each Receivable
File at one of its offices specified in Schedule B or at such other office as shall be specified to
the Backup Servicer, the Issuer and the Indenture Trustee by written notice not later than 90 days
after any change in location. The Servicer shall make available to the Backup Servicer, the Issuer
and the Indenture Trustee or their respective duly authorized representatives,
attorneys or auditors a list of locations of the Receivable Files and the related accounts,
records and computer systems maintained by the Servicer at such times during normal business hours
as the Backup Servicer, the Issuer or the Indenture Trustee shall instruct.



     (c) Release of Documents. Upon instruction from the Indenture Trustee, the Servicer
shall release any Receivable File to the Indenture Trustee, the Indenture Trustee’s agent or the
Indenture Trustee’s designee, as the case may be, at such place or places as the Indenture Trustee
may designate, as soon as practicable.



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     Section 3.05 Instructions; Authority To Act. The Servicer shall be deemed to have
received proper instructions with respect to the Receivable Files upon its receipt of written
instructions signed by a Trust Officer.



     Section 3.06 Custodian’s Indemnification. The Servicer as custodian shall indemnify
the Trust, the Owner Trustee, the Backup Servicer and the Indenture Trustee and each of their
respective officers, directors, employees and agents for any and all liabilities, obligations,
losses, compensatory damages, payments, costs or expenses of any kind whatsoever that may be
imposed on, incurred by or asserted against the Trust, the Owner Trustee, the Backup Servicer or
the Indenture Trustee or any of their respective officers, directors, employees and agents as the
result of any improper act or omission in any way relating to the maintenance and custody by the
Servicer as custodian of the Receivable Files; provided, however, that the Servicer shall not be
liable (a) to the Owner Trustee for any portion of any such amount resulting from the willful
misfeasance, bad faith or negligence of the Owner Trustee, (b) to the Backup Servicer for any
portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the
Backup Servicer, or (c) to the Indenture Trustee for any portion of any such amount resulting from
the willful misfeasance, bad faith or negligence of the Indenture Trustee.



     Section 3.07 Effective Period and Termination. The Servicer’s appointment as
custodian shall become effective as of the Cutoff Date and shall continue in full force and effect
until terminated pursuant to this Section. If CFSA shall resign as Servicer in accordance with the
provisions of this Agreement or if all of the rights and obligations of any Servicer shall have
been terminated under Section 8.01, the appointment of such Servicer as custodian shall be
terminated by the Indenture Trustee or by the Holders of Notes evidencing not less than 25% of the
Outstanding Amount of the Notes or, with the consent of Holders of the Notes evidencing not less
than 25% of the Outstanding Amount of the Notes, by the Owner Trustee, in the same manner as the
Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under
Section 8.01. The Indenture Trustee or, with the consent of the Indenture Trustee, the Owner
Trustee may terminate the Servicer’s appointment as custodian, with cause, at any time upon written
notification to the Servicer and the Backup Servicer and, without cause, upon 30 days’ prior
written notification to the Servicer and the Backup Servicer. As soon as practicable after any
termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture
Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may
reasonably designate.



     Section 3.08 Representations and Warranties as to the Security Interest of the Issuer in the
Receivables. The Seller makes the following representations and warranties to the Issuer. The
representations and warranties speak as of the execution and delivery of this Agreement and as of
the Closing Date, and shall survive the sale of the Trust Estate to the Issuer and the pledge
thereof to the Indenture Trustee pursuant to the Indenture.



     (a) This Agreement creates a valid and continuing security interest (as defined in the UCC) in
the Receivables in favor of the Trust, which security interest is prior to all other Liens, and is
enforceable as such as against creditors of and purchasers from the Seller.



     (b) The Receivables constitute “tangible chattel paper” within the meaning of Article 9 of the
UCC.



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     (c) The Seller owns and has good and marketable title to the Receivables free and clear of any
lien, claim or encumbrance of any Person.



     (d) The Seller has caused or will have caused, within ten days, the filing of all appropriate
financing statements in the proper filing office in the appropriate jurisdictions under applicable
law in order to perfect the security interest in the Receivables granted to the Issuer hereunder.



     (e) Other than the security interest granted to the Issuer pursuant to this Agreement, the
Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any
of the Receivables. The Seller has not authorized the filing of and is not aware of any financing
statements against the Seller that include a description of collateral covering the Receivables
other than any financing statement relating to the security interest granted to the Seller
hereunder or that has been terminated. The Seller is not aware of any judgment or tax lien filings
against it.



     (f) The Servicer, as custodian for the Issuer, has in its possession all original copies of
the contracts that constitute or evidence the Receivables. Such contracts do not have any marks or
notations indicating that they have been pledged, assigned or otherwise conveyed to any Person
other than the Issuer.



     Section 3.09 Certificate of Title Opinions. The Seller shall ensure that opinions from
local counsel in Texas, dated the Closing Date, are delivered regarding both the certificate of
title and the UCC provisions of Texas, respectively, with a legal analysis of such laws in
connection with the conveyance of the Receivables and the granting of the security interest
described in clause 3.08(a) above.



ARTICLE IV




Administration and Servicing of Receivables



     Section 4.01 Duties of Servicer and Backup Servicer.



     (a) The Servicer, for the benefit of the Issuer (to the extent provided herein), shall manage,
service, administer and make collections on the Receivables (other than Purchased Receivables) with
reasonable care, using that degree of skill and attention that the Servicer exercises with respect
to all comparable automotive receivables that it services for itself or others. The Servicer’s
duties shall include collection and posting of all payments, responding to inquiries of Obligors on
such Receivables, investigating delinquencies, sending payment coupons to Obligors, reporting tax
information to Obligors, accounting for collections and furnishing monthly and annual statements to
the Owner Trustee and the Indenture Trustee with respect to distributions. Subject to the
provisions of Section 4.02, the Servicer shall follow its customary standards, policies and
procedures in performing its duties as Servicer. Without limiting the generality of the foregoing,
the Servicer is authorized and empowered to execute and deliver, on behalf of itself, the Issuer,
the Backup Servicer, the Owner Trustee, the Indenture Trustee, the Certificateholders and the
Noteholders or any of them, any and all instruments of satisfaction or cancellation, or partial or
full release or discharge, and all other comparable instruments, with respect to such Receivables
or to the Financed Vehicles securing such Receivables. If the Servicer shall commence a legal
proceeding to enforce a Receivable, the



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Issuer (in the case of a Receivable other than a Purchased
Receivable) shall thereupon be deemed to have automatically assigned, solely for the purpose of
collection, such Receivable to the Servicer. If in any enforcement suit or legal proceeding it
shall be held that the Servicer may not enforce a Receivable on the ground that it shall not be a
real party in interest or a holder entitled to enforce such Receivable, the Owner Trustee shall, at
the Servicer’s expense and direction, take steps to enforce such Receivable, including bringing
suit in its name or the name of the Owner Trustee, the Indenture Trustee, the Certificateholders or
the Noteholders. The Owner Trustee shall upon the written request of the Servicer furnish the
Servicer with any powers of attorney and other documents reasonably necessary or appropriate to
enable the Servicer to carry out its servicing and administrative duties hereunder. If the
Servicer fails to perform its obligations under this Agreement and the Backup Servicer is appointed
as successor Servicer in accordance with Section 8.02, the Backup Servicer shall be responsible for
the Servicer’s duties under this Agreement except as specified in Section 8.02; provided, that the
Backup Servicer shall not be liable to the extent of the terminated Servicer’s failure to perform
such obligations.



     (b) The Backup Servicer and the Servicer, as applicable, shall have the following duties: (i)
not less than once during any 12-month period, the Backup Servicer shall conduct an on-site visit
of the Servicer’s servicing operations, meeting with appropriate operations personnel to discuss
any changes in processes and procedures that have occurred since the last on-site visit, and (ii)
not less than once during any 12-month period, the Backup Servicer shall update or amend the
data-mapping by effecting a data-map refresh; provided, however, that the Backup Servicer shall
only be required to effect a data-map refresh upon receipt of written notice from the Servicer that
one or more fields included in the CFSA servicing system of record have been updated or amended.
Each on site visit referred to in clause (i) above shall be at the cost of CFSA.



     Section 4.02 Collection and Allocation of Receivable Payments. The Servicer shall
make reasonable efforts to collect all payments called for under the terms and provisions of the
Receivables as and when the same shall become due and shall follow such collection procedures as it
follows with respect to all comparable automotive receivables
that it services for itself or others. The Servicer shall allocate collections between
principal and interest in accordance with the customary servicing procedures it follows with
respect to all comparable automotive receivables that it services for itself or others. The
Servicer may grant extensions, rebates or adjustments on a Receivable; provided, however, that if
the Servicer extends the date for final payment by the Obligor of any Receivable beyond the Final
Scheduled Maturity Date, it shall promptly repurchase the Receivable from the Issuer in accordance
with the terms of Section 4.07. The Servicer may in its discretion waive any late payment charge
or any other fees that may be collected in the ordinary course of servicing a Receivable. The
Servicer shall not agree to any alteration of the interest rate or the originally scheduled
payments on any Receivable.



     Section 4.03 Realization upon Receivables. On behalf of the Issuer, the Servicer
shall use its best efforts, consistent with its customary servicing procedures, to repossess or
otherwise convert the ownership of the Financed Vehicle securing any Receivable as to which the
Servicer shall have determined eventual payment in full is unlikely. The Servicer shall follow
such customary and usual practices and procedures as it shall deem necessary or advisable in its
servicing of automotive receivables, which may include reasonable efforts to realize upon any
recourse to Dealers and selling the Financed Vehicle at public or private sale. The foregoing
shall be subject to the provision that, in any case in which the Financed Vehicle shall have



24









 







suffered damage, the Servicer shall not expend funds in connection with the repair or the
repossession of such Financed Vehicle unless it shall determine in its discretion that such repair
and/or repossession will increase the Liquidation Proceeds by an amount greater than the amount of
such expenses.



     Section 4.04 Physical Damage Insurance. The Servicer shall, in accordance with its
customary servicing procedures, require that each Obligor shall have obtained physical damage
insurance covering the Financed Vehicle as of the execution of the Receivable.



     Section 4.05 Maintenance of Security Interests in Financed Vehicles. The Servicer
shall, in accordance with its customary servicing procedures, take such steps as are necessary to
maintain perfection of the security interest created by each Receivable in the related Financed
Vehicle. The Servicer is hereby authorized to take such steps as are necessary to re-perfect such
security interest on behalf of the Issuer and the Indenture Trustee in the event of the relocation
of a Financed Vehicle or for any other reason.



     Section 4.06 Covenants of Servicer. The Servicer shall not release the Financed
Vehicle securing any Receivable from the security interest granted by such Receivable in whole or
in part except in the event of payment in full by the Obligor thereunder or repossession, nor shall
the Servicer impair the rights of the Issuer, the Indenture Trustee, the Certificateholders or the
Noteholders in such Receivable, nor shall the Servicer increase the number of scheduled payments
due under a Receivable.



     Section 4.07 Purchase of Receivables upon Breach. The Servicer, the Backup Servicer or the Owner Trustee shall inform the other party and the
Indenture Trustee and the Seller promptly, in writing, upon the discovery of any breach pursuant to
Section 4.02, 4.05 or 4.06. Unless the breach shall have been cured by the last day of the second
Collection Period following such discovery (or, at the Servicer’s election, the last day of the
first following Collection Period), the Servicer shall purchase any Receivable materially and
adversely affected by such breach as of such last day. If the Servicer takes any action during any
Collection Period pursuant to Section 4.02 that impairs the rights of the Issuer, the Indenture
Trustee, the Certificateholders or the Noteholders in any Receivable or as otherwise provided in
Section 4.02, the Servicer shall purchase such Receivable as of the last day of such Collection
Period. In consideration of the purchase of any such Receivable pursuant to either of the two
preceding sentences, the Servicer shall remit the Purchase Amount in the manner specified in
Section 5.04. Subject to Section 7.03, the sole remedy of the Backup Servicer, the Issuer, the
Owner Trustee, the Indenture Trustee, the Certificateholders or the Noteholders with respect to a
breach pursuant to Section 4.02, 4.05 or 4.06 shall be to require the Servicer to purchase
Receivables pursuant to this Section. The Owner Trustee shall have no duty to conduct any
affirmative investigation as to the occurrence of any condition requiring the repurchase of any
Receivable pursuant to this Section.



     Section 4.08 Servicing Compensation. The Servicing Fee for a Payment Date shall equal
the product of (a) the Servicing Fee Rate (or, in the case of the initial Collection Period, the
product of (i) a fraction, the numerator of which is equal to the number of days (based on a 30-day
month) elapsed from and excluding the Cutoff Date through the last day of such initial Collection
Period and the denominator of which is 360 and (ii) 1.00%), and (b) the Pool Balance as of the
first day of the preceding Collection Period (or as of the Cutoff Date in the case of the first
Payment Date). The Servicer shall also be entitled to all late fees, prepayment charges, and



25









 







other
administrative fees or similar charges allowed by applicable law with respect to the Receivables,
collected (from whatever source) on the Receivables, plus any reimbursement pursuant to the last
paragraph of Section 7.03. In addition, if a Person (other than the Backup Servicer) becomes a
successor Servicer, such Person may receive an Additional Servicer Fee in an amount as may be
determined pursuant to Section 8.02.



     Section 4.09 Servicer’s Certificate. Not later than 11:00 a.m. (New York
time) on each Payment Determination Date, the Servicer shall deliver to the Owner Trustee, the
Backup Servicer, each Paying Agent, the Indenture Trustee and the Seller, with a copy to the Rating
Agencies, a Servicer’s Certificate containing all information necessary to make the distributions
to be made on the related Payment Date pursuant to Sections 5.05 and 5.06 for the related
Collection Period. Receivables to be purchased by the Servicer or to be repurchased by the Seller
shall be identified by the Servicer by account number with respect to such Receivable (as specified
in Schedule A).



     Section 4.10 Annual Statement as to Compliance; Item 1122 Servicing Criteria Assessment;
Notice of Default. (a) The Servicer shall deliver to the Backup Servicer, the Owner Trustee
and the Indenture Trustee, on or before March 31 of each year beginning March 31, 2011 the
following:




     (i) an Officer’s Certificate, dated as of December 31st of the preceding year, stating
that (x) a review of the activities of the Servicer during the preceding 12-month period (or
such shorter period in the case of the first such Officer’s Certificate) and of its
performance under this Agreement has been made under such officers’ supervision and (y) to
the best of such officers’ knowledge, based on such review, the Servicer has fulfilled all
its obligations under this Agreement in all material respects throughout such period or, if
there has been a failure to fulfill any such obligations in any material respect, specifying
each such failure known to such officer and the nature and status thereof.




     (ii) the Servicing Criteria assessment required to be filed in respect of the Issuer
under the Exchange Act under Item 1122 of Regulation AB if periodic reports under Section
15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in
respect of the Issuer. Such report shall be signed by an authorized officer of the Servicer
and shall at a minimum address each of the Servicing Criteria specified on a certification
substantially in the form of Appendix B hereto delivered to the Seller concurrently with the
execution of this Agreement. To the extent any of the Servicing Criteria are not applicable
to the Servicer, with respect to asset-backed securities transactions taken as a whole
involving the Servicer that are backed by the same asset type as the Receivables, such
report shall include such a statement to that effect. The Seller, the Servicer and each of
their respective officers and directors shall be entitled to rely on each such servicing
criteria assessment.



     The Indenture Trustee, upon the written request of the Rating Agencies, shall send a copy of
such certificate, such assessment and the report referred to in Section 4.11 to the Rating
Agencies. A copy of such certificate, such assessment and the report referred to in Section 4.11
may be obtained by any Certificateholder, Noteholder or Note Owner by a request in writing to the
Owner Trustee addressed to the Corporate Trust Office. Upon the telephone request of the Owner
Trustee, the Indenture Trustee will promptly furnish the Owner Trustee a list of Noteholders as of
the date specified by the Owner Trustee.



26









 





     (b) The Servicer shall deliver to the Backup Servicer, the Owner Trustee, the Indenture
Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event
later than five (5) Business Days thereafter, written notice in an Officer’s Certificate of any
event which with the giving of notice or lapse of time, or both, would become a Servicer Default
under Section 8.01(a) or (b).



     (c) The Servicer shall cause each Reporting Subcontractor to deliver to the Seller an
assessment of compliance and accountants’ attestation as and when provided in paragraph (a)(ii) of
this Section 4.10 and Section 4.11. The Servicer shall execute (provided the Servicer is not an
Affiliate of the Seller) (and shall cause each Reporting Subcontractor to execute) a reliance
certificate to enable the Certification Parties to rely upon each (i) annual report on assessments
of compliance with servicing criteria provided pursuant to this Section 4.10 and (ii) accountants’
report provided pursuant to Section 4.11 and shall include a certification that each such annual
compliance statement or report discloses any deficiencies or defaults described to the registered
public accountants of such Person to enable such accountants to render the report provided for in
Section 4.11.



     (d) In the event the Servicer, any subservicer or Reporting Subcontractor is terminated or
resigns during the term of this Agreement, such Person shall provide the
documents and information pursuant to this Section 4.10 and Section 4.11 with respect to the
period of time it was subject to this Agreement or provided services with respect to the Issuer or
the Receivables. Notwithstanding anything to the contrary contained herein, if the Servicer has
exercised commercially reasonable efforts to obtain any assessment or attestation required
hereunder from a Reporting Subcontractor, the failure by the Reporting Subcontractor to provide
such attestation on or assessment shall not constitute a breach hereunder by the Servicer.



     Section 4.11 Annual Independent Certified Public Accountants’ Report. The Servicer
shall cause a firm of independent certified public accountants, who may also render other services
to the Servicer or the Seller, to deliver to the Backup Servicer, the Owner Trustee and the
Indenture Trustee on or before March 31 of each year, beginning March 31, 2011 with respect to the
prior calendar year (or such shorter period in the case of the first such report) the attestation
report that would be required to be filed in respect of the Issuer under the Exchange Act if
periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were
required to be filed in respect of the Trust. Such attestation shall be in accordance with Rules
1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including,
without limitation that in the event that an overall opinion cannot be expressed, such registered
public accounting firm shall state in such report why it was unable to express such an opinion.



     Section 4.12 Access to Certain Documentation and Information Regarding Receivables.
The Servicer shall provide to the Backup Servicer, the Certificateholders and Noteholders access to
the Receivable Files in such cases where the Certificateholders or Noteholders shall be required by
applicable statutes or regulations to review such documentation. Access shall be afforded without
charge, but only upon reasonable request and during the normal business hours at the offices of the
Servicer. Nothing in this Section shall affect the obligation of the Servicer to observe any
applicable law prohibiting disclosure of information regarding the Obligors and the failure of the
Servicer to provide access to information as a result of such obligation shall not constitute a
breach of this Section.



27









 





     Section 4.13 Servicer Expenses. The Servicer shall be required to pay all expenses
incurred by it in connection with its activities hereunder, including fees and disbursements of
independent accountants, taxes imposed on the Servicer, expenses of the Backup Servicer, expenses
incurred in connection with distributions and reports to the Backup Servicer, the
Certificateholders and Noteholders and, so long as CFSA is the Servicer, the fees and expenses of
the Indenture Trustee and the Owner Trustee.



     Section 4.14 Appointment of Subservicer. The Servicer may at any time appoint a
subservicer to perform all or any portion of its obligations as Servicer hereunder; provided,
however, that the Rating Agency Condition shall have been satisfied in connection therewith; and
provided, further, that the Servicer shall remain obligated and be liable to the Issuer, the Backup
Servicer, the Owner Trustee, the Indenture Trustee, the Certificateholders and the Noteholders for
the servicing and administering of the
Receivables in accordance with the provisions hereof without diminution of such obligation and
liability by virtue of the appointment of such subservicer and to the same extent and under the
same terms and conditions as if the Servicer alone were servicing and administering the
Receivables. The fees and expenses of the subservicer shall be as agreed between the Servicer and
its subservicer from time to time, and none of the Issuer, the Backup Servicer, the Owner Trustee,
the Indenture Trustee, the Certificateholders or the Noteholders shall have any responsibility
therefor.



     Section 4.15 Monthly Tape. No later than the second Business Day after each Payment
Date, the Servicer shall deliver to the Backup Servicer a computer tape, compact disc or other
electronic transmission acceptable to the Backup Servicer in a format acceptable to the Backup
Servicer containing the information with respect to the Receivables as of the last day of the
preceding Collection Period necessary for preparation of the Servicer’s Certificate relating to
such Payment Date (the “Monthly Tape”). The Backup Servicer shall confirm that the Monthly Tape is
in readable form. Other than the duties specifically set forth in this Agreement, the Backup
Servicer shall have no obligations under this Agreement, including, without limitation, to
supervise, verify, monitor or administer the performance of the Servicer. The Backup Servicer shall
have no liability for any actions taken or omitted by the Servicer.



ARTICLE V




Distributions; Reserve Account;

Statements to Noteholders



     Section 5.01 Establishment of Deposit Account. (a) The Servicer, for the benefit of
the Noteholders, shall cause to be established and maintained in the name of the Indenture Trustee
an Eligible Deposit Account (the “Deposit Account”), bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the Noteholders. The Servicer shall cause
to be established the Note Principal Distribution Account and the Reserve Account and shall name
such accounts subaccounts to the Deposit Account.



     (b) Funds on deposit in the Deposit Account shall be invested (1) by the Indenture Trustee in
Eligible Investments selected in writing by the Servicer or an investment manager selected by the
Servicer or (2) by an investment manager in Eligible Investments selected by such investment
manager; provided that (A) such investment manager shall be selected by the Servicer, (B) such
investment manager shall have agreed to comply with the terms of this Agreement as it relates to
investing such funds, (C) any investment so selected by such



28









 







investment manager shall be made in
the name of the Indenture Trustee and shall be settled by a Delivery to the Indenture Trustee that
complies with the terms of this Agreement as it relates to investing such funds, and (D) prior to
the settlement of any investment so selected by such investment manager the Indenture Trustee shall
affirm that such investment is an Eligible Investment. The Servicer will direct all investments
through written approval. In the event the Indenture Trustee must invest funds on deposit in the
Deposit Account, the Indenture Trustee will follow the most recent written direction of the
Servicer. It is understood and agreed that the
Indenture Trustee shall not be liable for any loss arising from an investment in Eligible
Investments made in accordance with this Section 5.01(b). All such Eligible Investments shall be
held by the Indenture Trustee for the benefit of the Noteholders; provided, that on each Payment
Determination Date all interest and other investment income (net of losses and investment expenses)
on funds on deposit in the Deposit Account (to the extent such interest and income is on deposit in
the Deposit Account at the end of the related Collection Period) shall be deemed to constitute a
portion of the Total Distribution Amount for the related Payment Date. Other than as permitted by
the Rating Agencies, funds on deposit in the Deposit Account shall be invested in Eligible
Investments that will mature on or before the next Payment Date.



     (c) (i) The Indenture Trustee shall possess all right, title and interest in all funds on
deposit from time to time in the Deposit Account and in all proceeds thereof (including all income
thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate.
The Deposit Account shall be under the sole dominion and control of the Indenture Trustee for the
benefit of the Noteholders. If, at any time, the Deposit Account ceases to be an Eligible Deposit
Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or
such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent)
establish a new Deposit Account as an Eligible Deposit Account and shall transfer any cash and/or
any investments to such new Deposit Account.




     (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its
acceptance hereof, that:




     (A) any Trust Account Property that is held in deposit accounts shall be held
solely in the Eligible Deposit Accounts, subject to the last sentence of Section
5.01(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive
custody and control of the Indenture Trustee, and the Indenture Trustee shall have
sole signature authority with respect thereto;




     (B) any Trust Account Property that constitutes Physical Property described in
paragraph (a) of the definition of “Delivery” shall be held, pending maturity or
disposition, solely by the Indenture Trustee or a securities intermediary (as such
term is defined in Section 8-102 of the UCC) acting solely for the Indenture
Trustee;




     (C) any Trust Account Property that is a book-entry security held through the
Federal Reserve System pursuant to federal book-entry regulations shall be
maintained by the Indenture Trustee, pending maturity or disposition, through
continued book-entry registration of such Trust Account Property as described in
such paragraph;



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     (D) any Trust Account Property that is an “uncertificated security” under
Article VIII of the UCC and that is not governed by clause (C) above shall be
maintained by the Indenture Trustee, pending maturity or disposition, through
continued registration of the Indenture Trustee’s (or its nominee’s) ownership of
such security; and




     (E) to the extent the Indenture Trustee is investing any Trust Account Property
in any Eligible Investment that is provided by the Indenture Trustee, it
shall cause such investment to be settled in accordance with the definition of
“Delivery”.




     (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the
Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee
to make withdrawals and payments from the Deposit Account for the purpose of permitting the
Servicer to carry out its respective duties hereunder or permitting the Indenture Trustee to
carry out its duties under the Indenture.



     Section 5.02 Collections. Subject to the continued satisfaction of the commingling
conditions described below, the Servicer shall remit to the Deposit Account all payments by or on
behalf of the Obligors with respect to the Receivables (other than Purchased Receivables), all
Liquidation Proceeds (including Recoveries) collected during the related Collection Period, prior
to 11:00 a.m. (New York time) on the Business Day preceding the related Payment Date.
Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer
shall remit to the Deposit Account all payments by or on behalf of the Obligors with respect to the
Receivables (other than Purchased Receivables) and all Liquidation Proceeds within two Business
Days of receipt thereof. The commingling conditions are as follows: (i) CFSA must be the
Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) (x) CFSA must
maintain a short-term rating of at least “A-1” by Standard & Poor’s and “F-1” by Fitch or (y) if
daily remittances occur hereunder, prior to ceasing daily remittances, the Rating Agency Condition
shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in
connection therewith are complied with). Notwithstanding anything herein to the contrary, so long
as CFSA is the Servicer, CFSA may withhold from the deposit into the Deposit Account any amounts
indicated on the related Servicer’s Certificate as being due and payable to CFSA or the Seller and
pay such amounts directly to CFSA or the Seller, as applicable. For purposes of this Article V,
the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the
Receivables by Persons other than the Servicer or the Seller. In the event the commingling
conditions cease to be met, the Servicer shall make daily remittance of collections to the Deposit
Account within two Business Days of receipt thereof; provided, however, daily remittance may
commence no later than five Business Days following a reduction of CFSA’s short-term ratings below
“F1” by Fitch or “A-1” by Standard & Poor’s.



     Section 5.03 Application of Collections. All collections for the Collection Period
shall be applied by the Servicer as follows:




     With respect to each Receivable (other than a Purchased Receivable), payments by or on
behalf of the Obligor shall be applied to interest and principal in accordance with the
Simple Interest Method.



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     Section 5.04 Additional Deposits. The Servicer and the Seller shall deposit or cause
to be deposited in the Deposit Account the aggregate Purchase Amount with respect to Purchased
Receivables and the Servicer shall deposit therein all amounts to be paid under Section 9.01. The
Servicer will deposit the aggregate Purchase Amount with respect to Purchased Receivables when such
obligations are
due, unless the Servicer shall not be required to make daily deposits pursuant to Section
5.02. All such other deposits shall be made on the Payment Determination Date for the related
Collection Period.



     Section 5.05 Distributions.



     (a) (i) On each Payment Determination Date, the Servicer shall calculate all amounts required
to be distributed to the Noteholders and all amounts to be allocated within the Deposit Account as
described below. For purposes of this Section, the Servicing Fee and Backup Servicer Fee for the
related Payment Date and any previously unpaid Servicing Fees and Backup Servicer Fees,
plus any amounts due in connection with indemnification of any successor Servicer
(including, if the Backup Servicer is the successor Servicer, any amounts due to the Backup
Servicer and not paid by CFSA pursuant to Section 7.03(a) or (b) hereof) and any unreimbursed
Transition Costs due in connection with a transfer of servicing, provided however, that aggregate
payments for such indemnification amounts and any Transition Costs pursuant to Section
5.05(a)(ii)(C) since the Closing Date shall not exceed $175,000, shall be deducted from the Total
Distribution Amount at any time on or prior to the Payment Date.




     (ii) Subject to Section 5.04(b) of the Indenture and as further provided in clause
(iii) below, on each Payment Date the Servicer shall instruct the Indenture Trustee (based
on the information contained in the Servicer’s Certificate delivered on the related Payment
Determination Date pursuant to Section 4.09) to distribute the following allocations and
credits by 11:00 a.m. (New York time), to the extent of the Total Distribution
Amount (net of amounts distributed pursuant to the preceding clause (i) of this Section
5.05(a)), in the following order of priority:




     (A) If CFSA is not the Servicer, to the Indenture Trustee and the Owner
Trustee, all fees and expenses then due and unpaid




     (B) allocate to the Servicer, to the extent not deducted from the Total
Distribution Amount, the Servicing Fee for the related Payment Date and any
previously unpaid Servicing Fees;




     (C) allocate pro rata, to the extent not deducted from the Total Distribution
Amount, (i) to the Backup Servicer, the Backup Servicer Fee for the related Payment
Date and any previously unpaid Backup Servicer Fees, and (ii) any amounts due and
unpaid in connection with indemnification of any successor Servicer (including, if
the Backup Servicer is the successor Servicer, any amounts due to the Backup
Servicer and not paid by CFSA pursuant to Section 7.03(a) or (b) hereof) and any
unreimbursed Transition Costs due in connection with a transfer of servicing;
provided, however, that with respect to clause (ii) above, aggregate payments for
such indemnification amounts and any Transition Costs pursuant to this Section
5.05(a)(ii)(C) since the Closing Date shall not exceed $175,000;



31









 






     (D) allocate to the Class A Noteholders for payment pursuant to Section 8.02 of
the Indenture an amount equal to the accrued and unpaid interest due on the Class A
Notes on such Payment Date;




     (E) credit the First Priority Principal Distribution Amount to the Note
Principal Distribution Account;




     (F) allocate to the Class B Noteholders for payment pursuant to Section 8.02 of
the Indenture an amount equal to the accrued and unpaid interest due on the Class B
Notes on such Payment Date;




     (G) credit the Second Priority Principal Distribution Amount to the Note
Principal Distribution Account;




     (H) allocate to the Class C Noteholders for payment pursuant to Section 8.02 of
the Indenture an amount equal to the accrued and unpaid interest due on the Class C
Notes on such Payment Date;




     (I) credit the Third Priority Principal Distribution Amount to the Note
Principal Distribution Account;




     (J) allocate to the Class D Noteholders for payment pursuant to Section 8.02 of
the Indenture an amount equal to the accrued and unpaid interest due on the Class D
Notes on such Payment Date;




     (K) credit the Fourth Priority Principal Distribution Amount to the Note
Principal Distribution Account;




     (L) allocate to the Reserve Account the amount required, if any, such that the
amount therein is the Specified Reserve Amount;




     (M) credit an amount equal to (x) the Required Principal Distribution Amount
minus (y) the First Priority Principal Distribution Amount, Second Priority
Principal Distribution Amount, Third Priority Distribution Amount and Fourth
Priority Distribution Amount, to the Note Principal Distribution Account;




     (N) allocate pro rata (i) to any successor Servicer (including the Backup
Servicer as successor Servicer) all indemnities of such successor Servicer then due
and unpaid and (ii) pro rata to the Indenture Trustee and the Owner Trustee all
indemnities of the Indenture Trustee and Owner Trustee then due and unpaid;




     (O) allocate to any successor Servicer (other than the Backup Servicer) the
Additional Servicing Fee, if any; and




     (P) allocate to the Holders of the Class E Notes all remaining amounts.




     (iii) In the event that payment of the Notes has been accelerated and such declaration
of acceleration has not been rescinded in accordance with the Indenture, then



32









 







such Total Distribution Amount shall be applied in accordance with Section 5.04(b) of
the Indenture.



     (b) On each Payment Date the amounts credited to the Note Principal Distribution Account shall
be applied in accordance with Section 8.02(c)(v) of the Indenture.



     Section 5.06 Reserve Account. (a) On the Closing Date, the Issuer will deposit, on
behalf of the Seller, the Reserve Account Initial Deposit into the Deposit Account from the net
proceeds of the sale of the Notes which amount shall be allocated to the Reserve Account.




(b) (i) In the event that the Total Distribution Amount (after the payment of the amounts
specified in Section 5.05(a)(i) and in clauses (A), (B) and (C) of Section 5.05(a)(ii)) with
respect to any Collection Period is less than the accrued and unpaid interest on the Senior
Notes on a Payment Date, the Servicer shall instruct the Indenture Trustee to withdraw from
the Reserve Account on such Payment Date an amount equal to such deficiency, to the extent
of funds available therein, and allocate such amount for payment to the Noteholders of
Senior Notes.




     (ii) In the event that the amount allocated for payment to the Noteholders pursuant to
Sections 5.05(a)(ii)(E), (G), (I), (K) and (M) is insufficient to make payments of principal
on (A) the Class A-1 Notes so that the Outstanding Amount of the Class A-1 Notes equals zero
on the Class A-1 Final Scheduled Payment Date; (B) the Class A-2 Notes so that the
Outstanding Amount of the Class A-2 Notes equals zero on the Class A-2 Final Scheduled
Payment Date; (C) the Class A-3 Notes so that the Outstanding Amount of the Class A-3 Notes
equals zero on the Class A-3 Final Scheduled Payment Date; (D) the Class B Notes so that the
Outstanding Amount of the Class B Notes equals zero on the Class B Final Scheduled Payment
Date; (E) the Class C Notes so that the Outstanding Amount of the Class C Notes equals zero
on the Class C Final Scheduled Payment Date, or (F) the Class D Notes so that the
Outstanding Amount of the Class D Notes equals zero on the Class D Final Scheduled Payment
Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account
on such Class Final Scheduled Payment Date an amount equal to such deficiency, to the extent
of funds available therein, and allocate such amount for payment to the related Noteholders
in accordance with this Agreement and the Indenture.




     (iii) In the event that the Outstanding Amount of the Senior Notes exceeds the Related
Pool Balance, the Servicer shall instruct the Indenture Trustee to withdraw from the Reserve
Account on the related Payment Date an amount equal to such excess, to the extent of funds
available therein, and allocate such amount for payment to the Holders of the Senior Notes.



     (c) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.05(a)
following payment in full of the Outstanding Amount of the Senior Notes until the Pool Balance is
reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Senior
Notes and of all other amounts owing or to be paid hereunder or under the Indenture or the Trust
Agreement to the Holders of the Senior Notes, any amount then allocated to the Reserve Account
shall be distributed to Holders of the Class E Notes.



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     Section 5.07 Statements to Noteholders. On each Payment Date, the Servicer shall make
available via its website to the Noteholders, Owner Trustee and the Rating Agencies and provide to
the Indenture Trustee, the Backup Servicer and each Paying Agent a statement substantially in the
form of Exhibit A, setting forth at least the following information as to the Notes, to the
extent applicable, provided that the obligation under this Section 5.07 may be satisfied by
making available via its website to the Noteholders the Servicer’s Certificate delivered pursuant
to Section 4.09:




     (i) the amount of such payment allocable to principal allocable to each Class of Senior
Notes;




     (ii) the amount of such payment allocable to interest allocable to each Class of Senior
Notes;




     (iii) the amount of such payment allocable to amounts allocable to the Class E Notes;




     (iv) the outstanding principal amount of each Class of Notes as of the close of
business on the last day of the preceding Collection Period, after giving effect to payments
allocated to principal reported under clause (i) above;




     (v) the amount of the Servicing Fee paid to the Servicer with respect to the related
Collection Period;




     (vi) the amount of the Backup Servicer Fee and the amount of any Transition Costs paid
to the successor Servicer, if any, with respect to the related Collection Period;




     (vii) the amount of any indemnities, fees and expenses paid out of the Total
Distribution Amount to the Backup Servicer, Indenture Trustee or Owner Trustee, if any, with
respect to the related Collection Period




     (viii) the amount of the Additional Servicing Fee, if any, paid to a successor Servicer
with respect to the related Collection Period;




     (ix) the balance of and amount allocated to the Reserve Account on such Payment
Determination Date after giving effect to allocations thereto and withdrawals therefrom to
be made on the next following Payment Date, if any;




     (x) the Pool Balance as of the close of business on the last day of the related
Collection Period;




     (xi) the amount of Net Credit Losses, if any, for the related Collection Period; and




     (xii) the aggregate Principal Balance of Purchased Receivables, if any, that were
purchased by the Seller or the Servicer for the related Collection Period.



     Each amount set forth on the Payment Date statement under clauses (i), (ii) or (iv) above
shall be expressed as a dollar amount per $1,000 of original principal amount of a Note.



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     Section 5.08 Net Deposits. As an administrative convenience, unless the Servicer is
required to remit collections daily, the Servicer will be permitted to make the deposit of
collections on the Receivables and Purchase Amounts for the Collection Period net of distributions
to be made to the Servicer with respect to the Collection Period. The Servicer, however, will
account to the Owner Trustee, the Indenture Trustee, the Backup Servicer and the Noteholders as if
all deposits, distributions and transfers were made individually.



ARTICLE VI




The Seller



     Section 6.01 Representations of Seller. The Seller makes the following
representations on which the Issuer is deemed to have relied in acquiring the Receivables. The
representations speak as of the execution and delivery of this Agreement and as of the Closing
Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the
Indenture Trustee pursuant to the Indenture.




     (a) Organization and Good Standing. The Seller is duly organized and validly
existing as a limited liability company in good standing under the laws of the State of
Michigan, with the power and authority as a limited liability company to own its properties
and to conduct its business as such properties are currently owned and such business is
presently conducted, and had at all relevant times, and has, the power, authority and legal
right to acquire and own the Receivables.




     (b) Due Qualification. The Seller is duly qualified to do business as a
foreign limited liability company in good standing, and has obtained all necessary licenses
and approvals, in all jurisdictions in which the ownership or lease of property or the
conduct of its business shall require such qualifications.




     (c) Power and Authority. The Seller has the power and authority as a limited
liability company to execute and deliver this Agreement and to carry out its terms; the
Seller has full power and authority to sell and assign the property to be sold and assigned
to and deposited with the Issuer, and the Seller shall have duly authorized such sale and
assignment to the Issuer by all necessary action as a limited liability company; and the
execution, delivery and performance of this Agreement has been duly authorized by the Seller
by all necessary action as a limited liability company.




     (d) Binding Obligation. This Agreement constitutes a legal, valid and binding
obligation of the Seller enforceable in accordance with its terms.




     (e) No Violation. The consummation of the transactions contemplated by this
Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach
of any of the terms and provisions of, or constitute (with or without notice or lapse of
time) a default under, the articles of organization or operating agreement of the Seller, or
any indenture, agreement or other instrument to which the Seller is a party or by which it
is bound; or result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement or other instrument (other than
pursuant to this Agreement and the Basic Documents); or violate any law or, to the best of
the Seller’s knowledge, any order, rule or regulation applicable to the Seller of any



35









 







court
or of any federal or state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Seller or its properties.




     (f) No Proceedings. To the Seller’s best knowledge, there are no proceedings
or investigations pending or threatened before any court, regulatory body, administrative
agency or other governmental instrumentality having jurisdiction over the Seller or its
properties: (i) asserting the invalidity of this Agreement, the Indenture or any of the
other Basic Documents, the Notes or the Certificates, (ii) seeking to prevent the issuance
of the Notes or the Certificates or the consummation of any of the transactions contemplated
by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any
determination or ruling that might materially and adversely affect the performance by the
Seller of its obligations under, or the validity or enforceability of, this Agreement, the
Indenture, any of the other Basic Documents, the Notes or the Certificates or (iv) which
might adversely affect the federal or state income tax attributes of the Notes or the
Certificates.




     (g) No Consents. The Seller is not required to obtain any consent, license,
approval or authorization, or registration or declaration with, any governmental authority,
bureau or agency in connection with the execution, delivery, performance, validity or
enforceability of this Agreement which has not already been obtained.



     Section 6.02 Preservation of Existence; Transactions with Affiliates. During the term
of this Agreement, the Seller will keep in full force and effect its existence and rights as a
limited liability company (or another legal entity) under the laws of the jurisdiction of its
organization and will obtain and preserve its qualification to do business in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and enforceability of
this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate
to the proper administration of this Agreement and the transactions contemplated hereby. In
addition, all transactions and dealings between the Seller and its Affiliates will be conducted on
an arm’s-length basis.



     Section 6.03 Liability of Seller; Indemnities. The Seller shall be liable in
accordance herewith only to the extent of the obligations specifically undertaken by the Seller
under this Agreement:




     (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee,
the Indenture Trustee, the Company and the Backup Servicer and any of the officers,
directors, employees and agents of the Issuer, the Owner Trustee, the Indenture Trustee and
the Backup Servicer from and against any taxes that may at any time be asserted against any
such Person with respect to the transactions contemplated herein and in the Basic Documents,
including any sales, gross receipts, general corporation, tangible personal property,
privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted
with respect to, and as of the date of, the sale of the Receivables to the Issuer or the
issuance and original sale of the Certificates and the
Notes, or asserted with respect to ownership of the Receivables, or federal or other
income taxes arising out of distributions on the Certificates or the Notes) and costs and
expenses in defending against the same.



36









 






     (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee,
the Indenture Trustee, the Backup Servicer, the Company, the Certificateholders and the
Noteholders and any of the officers, directors, employees and agents of the Issuer, the
Owner Trustee, the Indenture Trustee and the Backup Servicer from and against any loss,
liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith
or negligence in the performance of its duties under this Agreement, or by reason of
reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s
or the Issuer’s violation of federal or state securities laws in connection with the
offering and sale of the Notes and the Certificates.




     (c) The Seller shall indemnify, defend and hold harmless the Owner Trustee the
Indenture Trustee and the Backup Servicer and their respective officers, directors,
employees and agents from and against all costs, expenses, losses, claims, damages and
liabilities arising out of or incurred in connection with the acceptance or performance of
the trusts and duties herein and in the Trust Agreement contained, in the case of the Owner
Trustee, and in the Indenture contained, in the case of the Indenture Trustee, except to the
extent that such cost, expense, loss, claim, damage or liability: (i) in the case of the
Owner Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for
errors in judgment) of the Owner Trustee or, in the case of the Indenture Trustee, shall be
due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of
the Indenture Trustee; or (ii) in the case of the Backup Servicer, shall be due to the
willful misfeasance, bad faith or negligence (except for errors in judgment) of the Backup
Servicer; or (iii) in the case of the Owner Trustee, shall arise from the breach by the
Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the
Trust Agreement; or (iv) in the case of the Indenture Trustee, shall arise from the breach
by the Indenture Trustee of any of its representations or warranties set forth in the
Indenture; or (iv) in the case of the Backup Servicer, shall arise from the breach by the
Backup Servicer of any of its representations or warranties set forth in this Agreement.




     (d) The Seller shall pay any and all taxes levied or assessed upon all or any part of
the Owner Trust Estate.



     Indemnification under this Section shall survive the resignation or removal of the Owner
Trustee, the Indenture Trustee or the Backup Servicer and the termination of this Agreement and
shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller
shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of
whom such payments are made thereafter shall collect any of such amounts from others, such Person
shall promptly repay such amounts to the Seller, without interest.



     Section 6.04 Merger or Consolidation of, or Assumption of Obligations of, Seller. Any
Person (a) into which the Seller may be merged or consolidated, (b) which may result from any
merger or consolidation to which the Seller shall be a party or (c) which may succeed to the
properties and assets of the Seller substantially as a whole, which Person in any of the foregoing
cases executes an agreement of assumption to perform every obligation of the
Seller under this Agreement, shall be the successor to the Seller hereunder without the
execution or filing of any document or any further act by any of the parties to this Agreement;
provided, however, that (i) immediately after giving effect to such transaction, no representation
or warranty made pursuant to Section 3.01 shall have been breached and no Servicer Default, and no
event that, after notice or lapse of time, or both, would become a Servicer Default shall have
occurred and



37









 







be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the
Indenture Trustee and the Backup Servicer an Officer’s Certificate and an Opinion of Counsel each
stating that such consolidation, merger or succession and such agreement of assumption comply with
this Section and that all conditions precedent, if any, provided for in this Agreement relating to
such transaction have been complied with, (iii) the Rating Agency Condition shall have been
satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner
Trustee, the Indenture Trustee and the Backup Servicer an Opinion of Counsel either (A) stating
that, in the opinion of such counsel, all financing statements and continuation statements and
amendments thereto have been executed and filed that are necessary fully to preserve and protect
the interest of the Owner Trustee and Indenture Trustee, respectively, in the Receivables and
reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such
action shall be necessary to preserve and protect such interests. Notwithstanding anything herein
to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses
(i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions
referred to in clauses (a), (b) or (c) above.



     Section 6.05 Limitation on Liability of Seller and Others. The Seller and any
director, officer, employee or agent of the Seller may rely in good faith on the advice of counsel
or on any document of any kind, prima facie properly executed and submitted by any Person
respecting any matters arising hereunder. The Seller shall not be under any obligation to appear
in, prosecute or defend any legal action that shall not be incidental to its obligations under this
Agreement, and that in its opinion may involve it in any expense or liability.



     Section 6.06 Seller May Own Notes. The Seller and any Affiliate thereof may in its
individual or any other capacity become the owner or pledgee of Notes with the same rights as it
would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein
or in any Basic Document. The Seller shall not own any Notes unless the Rating Agency Condition is
satisfied.



ARTICLE VII




The Servicer and the Backup Servicer



     Section 7.01 Representations of Servicer. The Servicer makes the following
representations on which the Issuer is deemed to have relied in acquiring the Receivables. The
representations speak as of the execution and delivery of this Agreement and as of the Closing
Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the
Indenture Trustee pursuant to the Indenture.




     (a) Organization and Good Standing. The Servicer is duly organized and validly
existing as a limited liability company in good standing under the laws of the state of its
formation, with the power and authority as a limited liability company to own its properties
and to conduct its business as such properties are currently owned and such business is
presently conducted, and had at all relevant times, and has, the power, authority and legal
right to acquire, own, sell and service the Receivables and to hold the Receivable Files as
custodian.




     (b) Due Qualification. The Servicer is duly qualified to do business as a
foreign limited liability company in good standing, and has obtained all necessary



38









 







licenses
and approvals, in all jurisdictions in which the ownership or lease of property or the
conduct of its business (including the servicing of the Receivables as required by this
Agreement) shall require such qualifications.




     (c) Power and Authority. The Servicer has the power and authority as a limited
liability company to execute and deliver this Agreement and to carry out its terms; and the
execution, delivery and performance of this Agreement has been duly authorized by the
Servicer by all necessary action as a limited liability company.




     (d) Binding Obligation. This Agreement constitutes a legal, valid and binding
obligation of the Servicer enforceable in accordance with its terms.




     (e) No Violation. The consummation of the transactions contemplated by this
Agreement and the fulfillment of the terms hereof shall not conflict with, result in any
breach of any of the terms and provisions of, or constitute (with or without notice or lapse
of time) a default under, the articles of organization or operating agreement of the
Servicer, or any indenture, agreement or other instrument to which the Servicer is a party
or by which it is bound; or result in the creation or imposition of any Lien upon any of its
properties pursuant to the terms of any such indenture, agreement or other instrument (other
than this Agreement); or violate any law or, to the best of the Servicer’s knowledge, any
order, rule or regulation applicable to the Servicer of any court or of any federal or state
regulatory body, administrative agency or other governmental instrumentality having
jurisdiction over the Servicer or its properties.




     (f) No Proceedings. To the Servicer’s best knowledge, there are no proceedings
or investigations pending or threatened before any court, regulatory body, administrative
agency or other governmental instrumentality having jurisdiction over the Servicer or its
properties: (i) asserting the invalidity of this Agreement, the Indenture, any of the other
Basic Documents or the Notes, (ii) seeking to prevent the issuance of the Notes or the
consummation of any of the transactions contemplated by this Agreement, the Indenture or any
of the other Basic Documents, (iii) seeking any determination or ruling that might
materially and adversely affect the performance by the Servicer of its obligations under, or
the validity or enforceability of, this Agreement, the Indenture, any of the other Basic
Documents or the Notes or (iv) relating to the Servicer and which might adversely affect the
federal or state income tax attributes of the Notes.




     (g) No Insolvent Obligors. As of the Cutoff Date, no Obligor on a Receivable
is shown on the Receivable Files as the subject of a bankruptcy proceeding.




     (h) No Consents. The Servicer is not required to obtain any consent, license,
approval or authorization, or registration or declaration with, any governmental authority,
bureau or agency in connection with the execution, delivery, performance, validity or
enforceability of this Agreement which has not already been obtained.



     Section 7.02 Representations of Backup Servicer. The Backup Servicer makes the
following representations on which the Issuer is deemed to have relied in acquiring the
Receivables. The representations speak as of the execution and delivery of this Agreement and as
of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge
thereof to the Indenture Trustee pursuant to the Indenture.



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     (a) Organization and Good Standing. The Backup Servicer is duly organized and
validly existing as a limited liability company in good standing under the laws of the state
of its formation, with the power and authority as a limited liability company to own its
properties and to conduct its business as such properties are currently owned and such
business is presently conducted, and had at all relevant times, and has, the power,
authority and legal right to acquire, own, sell and service the Receivables and to hold the
Receivable Files as custodian.




     (b) Due Qualification. The Backup Servicer is duly qualified to do business,
is in good standing, and has obtained all necessary licenses and approvals, in all
jurisdictions in which the ownership or lease of property or the conduct of its business
(including the servicing of the Receivables as required by this Agreement) shall require
such qualifications.




     (c) Power and Authority. The Backup Servicer has the power and authority to
execute and deliver this Agreement and to carry out its terms; and the execution, delivery
and performance of this Agreement has been duly authorized by the Backup Servicer by all
necessary action.




     (d) Binding Obligation. This Agreement constitutes a legal, valid and binding
obligation of the Backup Servicer enforceable in accordance with its terms.




     (e) No Violation. The consummation of the transactions contemplated by this
Agreement and the fulfillment of the terms hereof shall not conflict with, result in any
breach of any of the terms and provisions of, or constitute (with or without notice or lapse
of time) a default under, the articles of organization or operating agreement of the
Servicer, or any indenture, agreement or other instrument to which the Backup Servicer is a
party or by which it is bound; or result in the creation or imposition of any Lien upon any
of its properties pursuant to the terms of any such indenture, agreement or other instrument
(other than this Agreement); or violate any law or, to the best of the Backup Servicer’s
knowledge, any order, rule or regulation applicable to the Backup Servicer of any court or
of any federal or state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Backup Servicer or its properties.




     (f) No Proceedings. To the Backup Servicer’s best knowledge, there are no
proceedings or investigations pending or threatened before any court, regulatory body,
administrative agency or other governmental instrumentality having jurisdiction over the
Backup Servicer or its properties: (i) asserting the invalidity of this Agreement, the
Indenture, any of the other Basic Documents or the Notes, (ii) seeking to prevent the
issuance of the Notes or the consummation of any of the transactions contemplated by this
Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any
determination or ruling that might materially and adversely affect the performance by the
Backup Servicer of its obligations under, or the validity or enforceability of, this
Agreement, the Indenture, any of the other Basic Documents or the Notes or (iv) relating to
the Backup Servicer and which might adversely affect the federal or state income tax
attributes of the Notes.



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     (g) No Consents. The Backup Servicer is not required to obtain any consent,
license, approval or authorization, or registration or declaration with, any governmental
authority, bureau or agency in connection with the execution, delivery, performance,
validity or enforceability of this Agreement which has not already been obtained.




     (h) On-Site Visit and Data-Mapping. The Backup Servicer has (i) conducted an
initial on-site visit of the Servicer’s servicing operations and (ii) completed all
data-mapping with respect to the computer systems used by the Servicer to service the
Receivables.



     Section 7.03 Indemnities of Servicer and Backup Servicer. The Servicer shall be
liable in accordance herewith only to the extent of the obligations specifically undertaken by the
Servicer under this Agreement:




     (a) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner
Trustee, the Indenture Trustee, the Backup Servicer, the Noteholders, the Certificateholders
and the Seller and any of the officers, directors, employees and agents of the Issuer, the
Owner Trustee, the Indenture Trustee and the Backup Servicer from and against any and all
costs, expenses, losses, damages, claims and liabilities arising out of or resulting from
the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed
Vehicle.




     (b) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner
Trustee, the Indenture Trustee, the Backup Servicer, the Seller, the Certificateholders and
the Noteholders and any of the officers, directors, employees and agents of the Issuer, the
Owner Trustee, the Indenture Trustee and the Backup Servicer from and against any and all
costs, expenses, losses, claims, damages and liabilities to the extent that such cost,
expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person
through, the negligence, willful misfeasance or bad faith of the Servicer in the performance
of its duties under this Agreement or by reason of reckless disregard of its obligations and
duties under this Agreement.




     (c) The Backup Servicer shall indemnify, defend and hold harmless the Issuer, the Owner
Trustee, the Indenture Trustee, the Servicer, the Seller, the Certificateholders and the
Noteholders and any of the officers, directors, employees and
agents of the Issuer, the Owner Trustee, the Indenture Trustee and the Servicer from
and against any and all costs, expenses, losses, claims, damages and liabilities to the
extent that such cost, expense, loss, claim, damage or liability arose out of, or was
imposed upon any such Person through, the negligence, willful misfeasance or bad faith of
the Backup Servicer in the performance of its duties under this Agreement or by reason of
reckless disregard of its obligations and duties under this Agreement.



     For purposes of clauses (a) and (b) of this Section, in the event of the termination of the
rights and obligations of CFSA (or any successor thereto pursuant to Section 7.04) as Servicer
pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such
Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than
the Indenture Trustee) pursuant to Section 8.02.



41









 





     Indemnification under this Section shall survive the resignation or removal of the Owner
Trustee, the Indenture Trustee or the Backup Servicer or the termination of this Agreement and
shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer
or Backup Servicer shall have made any indemnity payments pursuant to this Section and the Person
to or on behalf of whom such payments are made thereafter collects any of such amounts from others,
such Person shall promptly repay such amounts to the Servicer or Backup Servicer, as applicable,
without interest.



     Section 7.04 Merger or Consolidation of, or Assumption of Obligations of, Servicer or
Backup Servicer. Any Person (a) into which the Servicer may be merged or consolidated, (b)
which may result from any merger or consolidation to which the Servicer shall be a party, (c) which
may succeed to the properties and assets of the Servicer substantially as a whole or (d) with
respect to the Servicer’s obligations hereunder, which Person in any of the foregoing cases is an
Eligible Servicer and executes an agreement of assumption to perform every obligation of the
Servicer hereunder, shall be the successor to the Servicer under this Agreement without further act
on the part of any of the parties to this Agreement; provided, however, that (i) immediately after
giving effect to such transaction, no Servicer Default and no event which, after notice or lapse of
time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the
Servicer shall have delivered to the Owner Trustee, the Indenture Trustee and the Backup Servicer
an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or
succession and such agreement of assumption comply with this Section and that all conditions
precedent provided for in this Agreement relating to such transaction have been complied with,
(iii) the Rating Agency Condition shall have been satisfied with respect to such transaction, (iv)
immediately after giving effect to such transaction, the successor to the Servicer shall become the
Administrator under the Administration Agreement in accordance with Section 8 of such agreement and
(v) the Servicer shall have delivered to the Owner Trustee, the Indenture Trustee and the Backup
Servicer an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all
financing statements and continuation statements and amendments thereto have been executed and
filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the
Indenture Trustee, respectively, in the Receivables and reciting the details of such filings or (B)
no such action shall be necessary to preserve and protect such interests. Notwithstanding anything
herein to the contrary, the execution of the foregoing agreement of assumption and compliance with
clauses (i), (ii), (iii), (iv) and (v) above shall be conditions to the consummation of the
transactions referred to in clause (a), (b) or (c) above. The Servicer
shall provide the Seller in writing such information as reasonably requested by the Seller to
comply with its Exchange Act reporting obligations with respect to a successor Servicer.



     Any Person (x) into which the Backup Servicer shall be merged or consolidated, (y) resulting
from any merger, conversion or consolidation to which the Backup Servicer shall be a party or (z)
that shall succeed by purchase and assumption to all or substantially all of the business of the
Backup Servicer, which Person in any of the foregoing cases is an Eligible Servicer and executes an
agreement of assumption to perform every obligation of the Backup Servicer under this Agreement,
shall be the successor to the Backup Servicer under this Agreement without the execution or filing
of any other document or any further act on the part of any of the parties to this Agreement.



     Section 7.05 Limitation on Liability of Servicer, Backup Servicer and Others.



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     (a) Neither the Servicer nor the Backup Servicer nor any of the managers, officers, employees
or agents of the Servicer or the Backup Servicer shall be under any liability to the Issuer, the
Noteholders or the Certificateholders, except as provided under this Agreement, for any action
taken or for refraining from the taking of any action pursuant to this Agreement or for errors in
judgment; provided, however, that this provision shall not protect the Servicer or the Backup
Servicer or any such Person against any liability that would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless
disregard of obligations and duties under this Agreement. The Servicer and the Backup Servicer,
and their respective managers, officers, employees and agent, may rely in good faith on any
document of any kind prima facie properly executed and submitted by any person respecting any
matters arising under this Agreement.



     (b) Except as provided in this Agreement, neither the Servicer nor Backup Servicer shall be
under any obligation to appear in, prosecute or defend any legal action that shall not be
incidental to its duties to service the Receivables in accordance with this Agreement and that in
its opinion may involve it in any expense or liability; provided, however, that the Servicer or
Backup Servicer may undertake any reasonable action that it may deem necessary or desirable in
respect of this Agreement and the Basic Documents and the rights and duties of the parties to this
Agreement and the Basic Documents and the interests of the Noteholders and the Certificateholders
under this Agreement and the Basic Documents.



     (c) The Backup Servicer shall not be liable for any obligation of the Servicer contained in
this Agreement or for any errors of the Servicer contained in any computer tape, certificate or
other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer
must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture
Trustee and the Noteholders shall look only to the Servicer to perform such obligations. The Owner
Trustee, the Indenture Trustee, the Backup Servicer and the Noteholders shall have no
responsibility and shall not be in default hereunder or incur any liability for any failure, error,
malfunction or delay in carrying out any of their respective duties under this Agreement if such
failure, error, malfunction or delay results from the Backup Servicer acting in accordance with
information prepared or supplied by a Person other than the Backup Servicer (or its contractual
agents) or the failure of any such other Person to prepare or provide such information. The Backup
Servicer shall have no responsibility, shall not be in default and shall
incur no liability for (i) any act or failure to act of any third party (other than its
contractual agents), including the Servicer or the Noteholders, (ii) any inaccuracy or omission in
a notice or communication received by the Backup Servicer from any third party (other than its
contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable
law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any
Receivable, or (v) the acts or omissions of any successor Backup Servicer.



     (d) The parties expressly acknowledge and consent to Wells Fargo, acting in the dual capacity
of Backup Servicer and Indenture Trustee and in the possible dual capacity of successor Servicer
and Indenture Trustee. Wells Fargo, may, in such dual or other capacity, discharge its separate
functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty
principles or other breach of fiduciary duties to the extent that any such conflict or breach
arises from the performance by Wells Fargo, of express duties set forth in this Agreement in any of
such capacities, all of which defenses, claims or assertions are hereby expressly waived by the
other parties hereto and the Noteholders except in the case of gross negligence and willful
misconduct by Wells Fargo.



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     Section 7.06 Servicer and Backup Servicer Not to Resign.



     (a) Subject to the provisions of Section 7.04, CFSA shall not resign from the obligations and
duties hereby imposed on it as Servicer under this Agreement except upon a determination that the
performance of its duties under this Agreement shall no longer be permissible under applicable law
and cannot be cured. Notice of any such determination permitting the resignation of CFSA shall be
communicated to the Owner Trustee, the Indenture Trustee and the Backup Servicer at the earliest
practicable time (and, if such communication is not in writing, shall be confirmed in writing at
the earliest practicable time) and any such determination shall be evidenced by an Opinion of
Counsel to such effect delivered to the Owner Trustee, the Indenture Trustee and the Backup
Servicer concurrently with or promptly after such notice. No such resignation shall become
effective until the Backup Servicer or a successor Servicer shall (i) have assumed the
responsibilities and obligations of CFSA in accordance with Section 8.02, (ii) have become the
Administrator under the Administration Agreement in accordance with Section 8 of such Agreement and
(iii) have provided in writing the information reasonably requested by the Seller to comply with
its reporting obligations under the Exchange Act with respect to a successor Servicer.



     (b) Subject to the provisions of Section 7.04, the Backup Servicer shall not resign from its
obligations and duties under this Agreement except upon a determination that the performance of its
duties is no longer permissible under applicable law. Any such determination permitting the
resignation of the Backup Servicer shall be evidenced by an Opinion of Counsel to such effect
delivered to the Servicer, the Owner Trustee and the Indenture Trustee. No such resignation shall
become effective until an entity acceptable to the Holders of Notes evidencing not less than a
majority of the Outstanding Amount of the Notes shall have assumed the responsibilities and
obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup
Servicer is not appointed within sixty (60) days after the Backup Servicer has given notice of its
resignation and has provided the Opinion of Counsel required by this Section 7.06, the Backup
Servicer may petition a court for its removal.



ARTICLE VIII




Default



     Section 8.01 Servicer Default. If any one of the following events (a “Servicer
Default”) shall occur and be continuing:




     (a) any failure by the Servicer to deposit in the Deposit Account any required payment
or to direct the Indenture Trustee to make any required distributions therefrom, which
failure continues unremedied for a period of five Business Days after written notice of such
failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after
discovery of such failure by an officer of the Servicer; or




     (b) failure by the Servicer or the Seller, as the case may be, duly to observe or to
perform in any material respect any other covenants or agreements of the Servicer or the
Seller (as the case may be) set forth in this Agreement or any other Basic Document, which
failure shall (i) materially and adversely affect the rights of Certificateholders or
Noteholders and (ii) continue unremedied for a period of 60 days after the date on which
written notice of such failure, requiring the same to be remedied, shall have been given to



44









 







the Servicer or the Seller (as the case may be) (A) by the Owner Trustee or the Indenture
Trustee or (B) to the Servicer or the Seller (as the case may be) and the Indenture Trustee
by the Holders of Notes, evidencing not less than 25% of the Outstanding Amount of the
Notes, or if the Notes are no longer Outstanding, Certificateholders of Certificates
evidencing Percentage Interests aggregating not less than 25% of the Certificates; or




     (c) the Net Credit Loss Percentage with respect to any Collection Period exceeded
8.00%; or




     (d) the occurrence of an Insolvency Event with respect to the Seller, the Servicer or
Chrysler Residual Holdco LLC;


then, and in each and every case, so long as the Servicer Default shall not have been remedied,
either the Indenture Trustee or the Holders of Notes evidencing not less than a majority of the
Outstanding Amount of the Notes, by notice then given in writing to the Servicer (and to the
Indenture Trustee, Backup Servicer and the Owner Trustee if given by the Noteholders) may terminate
all the rights and obligations (other than the obligations set forth in Section 7.03 hereof) of the
Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all
authority and power of the Servicer under this Agreement, whether with respect to the Notes, the
Receivables or otherwise, shall, without further action, pass to and be vested in the Backup
Servicer or such successor Servicer as may be appointed under Section 8.02; and, without
limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to
execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of termination, whether to complete
the transfer and endorsement of the Receivables and related documents, or otherwise. The
predecessor Servicer shall cooperate with the Backup Servicer or other successor Servicer, the
Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and
rights of the predecessor Servicer under this Agreement, including the
transfer to the Backup Servicer or other successor Servicer for administration by it of all cash
amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter
be received by it with respect to any Receivable. Transition Costs shall be paid by the
predecessor Servicer upon presentation of reasonable documentation of such costs and expenses.
Transition Costs not reimbursed by the predecessor Servicer pursuant to the immediately preceding
sentence will be paid in accordance with Section 5.05(a)(ii)(C). Any successor Servicer (including
the Backup Servicer as successor Servicer) shall provide the Seller in writing with such
information as is reasonably requested by the Seller to comply with its reporting obligations under
the Exchange Act with respect to such Servicer. Upon receipt of notice of the occurrence of a
Servicer Default, the Indenture Trustee shall give notice thereof to the Rating Agencies.




     Section 8.02 Appointment of Successor. (a) Upon the Servicer’s receipt of notice of
termination pursuant to Section 8.01 or the Servicer’s resignation in accordance with the terms of
this Agreement, the Backup Servicer shall be the successor in all respects to the outgoing Servicer
in its capacity as Servicer under this Agreement and shall be subject to all the obligations and
duties placed on the Servicer by the terms and provisions of this Agreement; provided, however,
that the Backup Servicer, as successor Servicer, shall have no obligations pursuant to Section 4.07
with respect to the repurchase of Receivables or to pay the fees and expenses of the Indenture
Trustee and the Owner Trustee and the expenses incurred pursuant to



45









 







Section 10.02(i)(2) shall be
reimbursable pursuant to Section 5.05(a)(ii)(C) and 5.05(a)(ii)(N), as applicable. Notwithstanding
the foregoing, if the Backup Servicer is the outgoing Servicer or shall be unwilling or legally
unable to act as successor Servicer, the Indenture Trustee or Holders of Notes evidencing not less
than a majority of the Outstanding Amount of the Controlling Class shall appoint, or petition a
court of competent jurisdiction to appoint, an Eligible Servicer as the successor Servicer under
this Agreement. The Indenture Trustee and such successor Servicer shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such succession.



     (b) Upon appointment, the successor Servicer (including the Backup Servicer acting as
successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and
shall be subject to all the responsibilities, duties and liabilities arising thereafter relating
thereto placed on the predecessor Servicer and shall be entitled to the Servicing Fee and all the
rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii)
become the Administrator under the Administration Agreement in accordance with Section 8 of the
Administration Agreement. In addition, such successor Servicer (including the Backup Servicer
acting as successor Servicer), upon appointment, shall immediately establish a lockbox under the
dominion and control of the Indenture Trustee and shall direct all Obligors to make all payments to
such lockbox and shall transfer such payments to the Deposit Account in accordance with the time
periods specified in Section 5.05. Notwithstanding anything contained in this Agreement to the
contrary, the successor Servicer is authorized to accept and rely on all of the accounting records
(including computer records) and work of the prior Servicer relating to the Receivables
(collectively, the “Predecessor Servicer Work Product”) without any audit or other
examination thereof, and the successor Servicer shall have no duty, responsibility, obligation or
liability for the acts and omissions of the predecessor Servicer. If any error, inaccuracy,
omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exists
in any Predecessor Servicer Work Product and such Error makes it materially more difficult to
service or should cause or materially contribute to the successor Servicer making or continuing any
Error
(collectively, “Continuing Errors”), the successor Servicer shall have no duty,
responsibility, obligation or liability for such Continuing Errors; provided,
however, that the successor Servicer agrees to use its best efforts to prevent further
Continuing Errors. If the successor Servicer becomes aware of Errors or Continuing Errors, it
shall, with the prior consent of the Holders of the Notes evidencing not less than a majority of
the Outstanding Amount of the Controlling Class, use its best efforts to reconstruct and reconcile
such data as is commercially reasonable to correct such Errors and Continuing Errors and to prevent
future Continuing Errors. The successor Servicer shall be entitled to recover its costs expended
in connection with such efforts from CFSA.



     (c) If a Person other than the Backup Servicer is appointed successor Servicer pursuant to
Section 8.02(a), the Indenture Trustee may make such arrangements for the compensation of such
successor Servicer out of collections on or in respect of the Receivables as it and such successor
Servicer shall agree; provided, however, that such compensation shall not be
greater than the Servicing Fee without the prior consent of the Holders of Notes evidencing not
less than a majority of the Outstanding Amount of the Controlling Class; and, provided
further, that, if a Person other than the Backup Servicer is appointed successor Servicer
pursuant to Section 8.02(a) because the Backup Servicer refuses to act as successor Servicer (in
breach of the terms of this Agreement and notwithstanding that it is legally able to do so), the
Backup Servicer shall be liable for any Additional Servicing Fees with respect to such successor
Servicer



46









 







in an aggregate amount not to exceed $150,000 per year. Notwithstanding anything to the
contrary contained herein, in no event shall the Indenture Trustee be liable for any Servicing Fee
or any Additional Servicing Fee other than pursuant to the preceding sentence if the Indenture
Trustee is the Backup Servicer.



     Section 8.03 Notification to Noteholders and Certificateholders. Upon any termination
of, or appointment of a successor to, the Servicer pursuant to this Article VIII, the Certificate
Registrar (as defined in the Trust Agreement) shall give prompt written notice thereof to
Certificateholders, and the Indenture Trustee shall give prompt written notice thereof to
Noteholders and the Rating Agencies.



     Section 8.04 Waiver of Past Defaults. The Holders of Notes evidencing not less than a
majority of the Outstanding Amount of the Controlling Class, or if the Notes are no longer
Outstanding, Certificateholders of Certificates evidencing not less than a majority of the
Percentage Interests of the Certificates, may, on behalf of all Noteholders or the
Certificateholders, as the case may be, waive in writing any default by the Servicer in the
performance of its obligations hereunder and its consequences, except a default in making any
required allocations or distributions from the Deposit Account in accordance with this Agreement.
Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default
arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No
such waiver shall extend to any subsequent or other default or impair any right consequent thereto.



ARTICLE IX




Termination; Optional Repurchase



     Section 9.01 Optional Purchase of All Receivables. (a) As of the last day of any
Collection Period as of which the then outstanding Pool Balance is 10% or less of the Original Pool
Balance and the Senior Notes have been paid in full or will be paid in full on the next Payment
Date, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Deposit
Account. To exercise such option, the Servicer shall deposit pursuant to Section 5.04 in the
Deposit Account an amount equal to the aggregate Purchase Amount for the Receivables (including
defaulted Receivables), plus all unpaid fees, expenses and indemnities of the Owner Trustee, the
Indenture Trustee and the Backup Servicer, plus the appraised value of any such other property held
by the Trust other than the Deposit Account, such value to be determined by an appraiser mutually
agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee, and the Servicer shall
succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall
not be permitted to exercise such option unless the amount to be deposited in the Deposit Account
pursuant to the preceding sentence, together with any other funds in the Deposit Account, is
greater than or equal to the sum of the outstanding principal amount of the Notes and all accrued
but unpaid interest (including any overdue interest and premium) thereon.



     (b) Notice of the exercise of the option in Section 9.01(a) shall be given by the Servicer to
the Owner Trustee and the Indenture Trustee on or prior to the last day of the Collection Period
referred to in Section 9.01(a).



47









 





     (c) As an administrative convenience to the Servicer (so long as CFSA is the Servicer) in
servicing the portfolio, the Servicer shall, at any time during the term of this Agreement, have
the option (but not the obligation) to purchase not more than five (5) Receivables, having an
aggregate Purchase Amount for all such Receivables, not exceeding $1,000,000 in total. To exercise
such option, the Servicer shall deposit in the Deposit Account an amount equal to the aggregate
Purchase Amount of the Receivables the subject of such purchase, and accrued interest on such
Receivables to the date of repurchase. The purchase by the Servicer of any Receivable shall be
noted in the Servicer’s Certificate for the Collection Period in which such purchase is made. For
the avoidance of doubt, the Servicer may exercise this option on any number of days during the term
of this Agreement, but may not purchase more than five (5) Receivables total during such term.



ARTICLE X




Miscellaneous



     Section 10.01 Amendment. This Agreement may be amended by the Seller, the Servicer,
the Backup Servicer and the Issuer, with the consent of the Indenture Trustee, but without the
consent of any of the Noteholders or the Certificateholders, to cure any ambiguity, to correct or
supplement any provisions in this Agreement or for the purpose of adding any provisions to or
changing in any
manner or eliminating any of the provisions in this Agreement (including of modifying in any
manner the rights of the Noteholders or the Certificateholders; provided, however, that such action
shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee and the Indenture
Trustee, adversely affect in any material respect the interests of any Noteholder or
Certificateholder.



     This Agreement may also be amended from time to time by the Seller, the Servicer, the Backup
Servicer and the Issuer, with the consent of the Indenture Trustee, the consent of the Holders of
Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of
Certificateholders of outstanding Certificates evidencing not less than a majority of the
Percentage Interests of the Certificates for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the
rights of the Noteholders or the Certificateholders; provided, however, that no such amendment
shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of,
collections of payments on the Receivables or distributions that shall be required to be made for
the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of
the Outstanding Amount of the Notes or Percentage Interests of the Certificates, the Holders of
which are required to consent to any such amendment, without the consent of the Holders of all the
outstanding Notes and the Certificateholders of all the outstanding Certificates.



     Prior to the execution of any such amendment the Servicer will provide written notification of
the substance of such amendment to each of the Rating Agencies.



     Promptly after the execution of any such amendment or consent pursuant to either of the two
preceding paragraphs, the Owner Trustee shall furnish written notification of the substance of such
amendment or consent to each Certificateholder, the Indenture Trustee and each of the Rating
Agencies.



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     It shall not be necessary for the consent of the Certificateholders or Noteholders pursuant to
this Section to approve the particular form of any proposed amendment or consent, but it shall be
sufficient if such consent shall approve the substance thereof.



     Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Indenture
Trustee and the Backup Servicer shall be entitled to receive and rely upon an Opinion of Counsel
stating that the execution of such amendment is authorized or permitted by this Agreement and the
Opinion of Counsel referred to in Section 10.02(i)(1). The Owner Trustee, the Indenture Trustee
and the Backup Servicer may, but shall not be obligated to, enter into any such amendment which
affects the Owner Trustee’s, the Indenture Trustee’s or Backup Servicer’s, as applicable, own
rights, duties or immunities under this Agreement or otherwise.



     Section 10.02 Protection of Title to Trust. (a) The Seller shall file such financing
statements and cause to be filed such continuation statements, all in such manner and in such
places as may be required by law fully to preserve, maintain and protect the interest of the Issuer
and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall
deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped
copies of, or filing receipts for, any document filed as provided above, as soon as available
following such filing.



     (b) Neither the Seller nor the Servicer shall change its name, identity or corporate structure
in any manner that would, could or might make any financing statement or continuation statement
filed in accordance with paragraph (a) above seriously misleading within the meaning of § 9-506 of
the UCC, unless it shall have given the Owner Trustee, the Indenture Trustee and the Backup
Servicer at least five days’ prior written notice thereof and shall have promptly filed appropriate
amendments to all previously filed financing statements or continuation statements.



     (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee,
the Indenture Trustee and the Backup Servicer at least 60 days’ prior written notice of any change
in the jurisdiction in which it is organized if, as a result of such change, the applicable
provisions of the UCC would require the filing of any amendment of any previously filed financing
or continuation statement or of any new financing statement and shall promptly file any such
amendment or new financing statement. The Servicer shall at all times maintain each office from
which it shall service Receivables, and its principal executive office, within the United States of
America.



     (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in
sufficient detail to permit (i) the reader thereof to know at any time the status of such
Receivable, including payments and recoveries made and payments owing (and the nature of each) and
(ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the
amounts from time to time deposited in the Deposit Account in respect of such Receivable.



     (e) The Servicer shall maintain its computer systems so that, from and after the time of sale
under this Agreement of the Receivables, the Servicer’s master computer records (including any
backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and
the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has
been pledged to the Indenture Trustee. Indication of the Issuer’s and the Indenture Trustee’s
interest in a Receivable shall be deleted from or modified on the Servicer’s



49









 







computer systems when,
and only when, the related Receivable shall have been paid in full or repurchased.



     (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest
in, or otherwise transfer any interest in automotive receivables to any prospective purchaser,
lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other
transferee computer tapes, records or printouts (including any restored from backup archives) that,
if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such
Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee.



     (g) The Servicer shall permit the Indenture Trustee and the Backup Servicer and their
respective agents at any time during normal business hours to inspect, audit and make copies of and
abstracts from the Servicer’s records regarding any Receivable.



     (h) Upon request, the Servicer shall furnish to the Owner Trustee, the Indenture Trustee or
the Backup Servicer, within five Business Days, a list of all Receivables (by contract number and
name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the
Schedule of Receivables and to each of the Servicer’s Certificates furnished before such request
indicating removal of Receivables from the Trust.



     (i) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Backup
Servicer:




     (1) promptly after the execution and delivery of this Agreement and of each amendment
hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all
financing statements and continuation statements have been filed that are necessary fully to
preserve and protect the interest of the Owner Trustee and the Indenture Trustee in the
Receivables, and reciting the details of such filings or referring to prior Opinions of
Counsel in which such details are given, or (B) no such action shall be necessary to
preserve and protect such interest; and




     (2) within 90 days after the beginning of each calendar year beginning with the first
calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel,
dated as of a date during such 90-day period, stating that, in the opinion of such counsel,
either (A) all financing statements and continuation statements have been filed that are
necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture
Trustee in the Receivables, and reciting the details of such filings or referring to prior
Opinions of Counsel in which such details are given, or (B) no such action shall be
necessary to preserve and protect such interest.


Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary
(as of the date of such opinion) to be taken in the following year to preserve and protect such
interest.




     (j) The Seller shall, to the extent required by applicable law, cause the Notes to be
registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act
within the time periods specified in such sections.



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     Section 10.03 Notices. All demands, notices, communications and instructions upon or to
the Seller, the Servicer, the Owner Trustee, the Indenture Trustee or the Rating Agencies under
this Agreement shall be in writing, personally delivered, electronically delivered or mailed by
certified mail, return receipt requested, and shall be deemed to have been duly given upon receipt
(a) in the case of the Seller or the Servicer, to Chrysler Financial Services Americas LLC, 27777
Inkster Road, Farmington Hills, Michigan 48334, Attention: Securitization Operations-CFAST, (fax:
(248) 427-4267), with a copy to Chrysler Financial Services Americas LLC 27777 Inkster Road
Farmington Hills, Michigan 48334, Attention: Assistant General Counsel — Securitization, (fax:
(248)-427-2550), (b) in the case of the Issuer or the Owner Trustee, at the Corporate Trust Office
(as defined in the Trust Agreement), (c) in the case of the Backup Servicer or the Indenture
Trustee, at the Corporate Trust Office, (d) in the case of Fitch, to Fitch, Inc., One State Street
Plaza, Attention: Auto ABS Group, New York, N.Y. 10004, Attention of Structured Finance Asset
Backed Securities, and (e) in the case of Standard & Poor’s, via electronic delivery to
Servicer_reports@sandp.com, or if not available in electronic format, to Standard & Poor’s Ratings
Services, a division of The McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10004,
Attention of Asset Backed Surveillance Department; or, as to each of the foregoing, at such other
address as shall be designated by written notice to the other parties.



     Section 10.04 Assignment by the Seller or the Servicer or Backup Servicer. Notwithstanding anything to the contrary contained herein, except as provided in the
remainder of this Section, as provided in Sections 6.04 and 7.04 herein and as provided in the
provisions of this Agreement concerning the resignation of the Servicer and the Backup Servicer,
this Agreement may not be assigned by the Seller, the Servicer or the Backup Servicer, provided
that, in no way shall this Section limit the ability of the Backup Servicer to subcontract its
duties and responsibilities under the Sale and Servicing Agreement, provided further, that the
Backup Servicer shall remain fully liable for any actions of the subcontractor. The Issuer, the
Servicer and the Backup Servicer each hereby acknowledge and consent to the conveyance and
assignment (i) by the Seller to the Company pursuant to the Purchase Agreement and (ii) by the
Company to a limited liability company or other Person (provided that conveyance and assignment is
made in accordance with Section 5.06 of the Purchase Agreement), of any and all of the Seller’s
rights and interests (and corresponding obligations, if any) hereunder with respect to receiving
amounts from the Reserve Account, and the Issuer, the Servicer and the Backup Servicer hereby agree
that the Company, and any such assignee of the Company, shall be entitled to enforce such rights
and interests directly against the Issuer as if the Company, or such assignee of the Company, were
itself a party to this Agreement.



     Section 10.05 Limitations on Rights of Others. The provisions of this Agreement are
solely for the benefit of the Seller, the Company (and any assignee of the Company pursuant to
Section 10.04), the Servicer, the Backup Servicer, the Issuer, the Owner Trustee, the
Certificateholders, the Indenture Trustee and the Noteholders, and nothing in this Agreement,
whether express or implied, shall be construed to give to any other Person any legal or equitable
right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any
covenants, conditions or provisions contained herein.



     Section 10.06 Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any



51









 







such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



     Section 10.07 Separate Counterparts. This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute but one and the same instrument.



     Section 10.08 Headings. The headings of the various Articles and Sections herein are
for convenience of reference only and shall not define or limit any of the terms or provisions
hereof.



     Section 10.09 Governing Law. THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AGREEMENT AND ANY CLAIM OR CONTROVERSY DIRECTLY OR INDIRECTLY BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL IN ALL RESPECTS BE
GOVERNED BY AND INTERPRETED, CONSTRUED AND DETERMINED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF NEW YORK (WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION THAT WOULD REQUIRE THE
APPLICATION OF THE LAW OF ANY OTHER JURISDICTION).



     Section 10.10 Assignment by Issuer. The Seller hereby acknowledges and consents to
any mortgage, pledge, assignment and grant of a security interest by the Issuer to the Indenture
Trustee pursuant to the Indenture for the benefit of the Noteholders of all right, title and
interest of the Issuer in, to and under the Receivables and/or the assignment of any or all of the
Issuer’s rights and obligations hereunder to the Indenture Trustee.



     Section 10.11 Nonpetition Covenants. (a) Notwithstanding any prior termination of
this Agreement, the Servicer, the Backup Servicer and the Seller shall not, prior to the date which
is one year and one day after the termination of this Agreement with respect to the Issuer or the
Company, acquiesce, petition or otherwise invoke or cause the Issuer or the Company (or any
assignee of the Company pursuant to Section 10.04) to invoke the process of any court or government
authority for the purpose of commencing or sustaining a case against the Issuer or the Company (or
any assignee of the Company pursuant to Section 10.04) under any federal or state bankruptcy,
insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Issuer or the Company (or any assignee of the Company
pursuant to Section 10.04) or any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Issuer or the Company (or any assignee of the Company pursuant to
Section 10.04).



     (b) Notwithstanding any prior termination of this Agreement, the Servicer and Backup Servicer
shall not, prior to the date which is one year and one day after the termination of this Agreement
with respect to the Seller, acquiesce, petition or otherwise invoke or cause the Seller to invoke
the process of any court or government authority for the purpose of commencing or sustaining a case
against the Seller under any federal or state bankruptcy, insolvency or similar law, or appointing
a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the
Seller or any substantial part of its property, or ordering the winding up or liquidation of the
affairs of the Seller.



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     Section 10.12 Limitation of Liability of Owner Trustee and Indenture Trustee.
(a)Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned
by U.S. Bank Trust National Association, not in its individual capacity but solely in its capacity
as Owner Trustee of the Issuer and in no event shall U.S. Bank Trust National Association, in its
individual capacity have any liability for the representations, warranties, covenants, agreements
or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements
delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the
Issuer.



     (b) Notwithstanding anything contained herein to the contrary, this Agreement has been
accepted by the Indenture Trustee, not in its individual capacity but solely as Indenture Trustee
and in no event shall the Indenture Trustee have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates,
notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to
the assets of the Issuer.



ARTICLE XI




Exchange Act Reporting



     Section 11.01 Further Assurances. The Indenture Trustee, the Owner Trustee, the
Servicer and the Backup Servicer shall reasonably cooperate with the Seller in connection with the
satisfaction of the Seller’s reporting requirements under the Exchange Act with respect to the
Issuer. The Seller shall not exercise its right to request delivery of information or other
performance under these provisions other than in good faith. In addition to the information
specified below, if so requested by the Seller for the purpose of satisfying its reporting
obligation under the Exchange Act, the Indenture Trustee, the Owner Trustee, the Servicer and the
Backup Servicer shall provide the Seller with (a) such information which is available to such
Person without unreasonable effort or expense and within such timeframe as may be reasonably
requested by the Seller to comply with the Seller’s reporting obligations under the Exchange Act
and (b) to the extent such Person is a party (and the Seller is not a party) to any agreement or
amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form.
Each of the Servicer, the Backup Servicer, the Indenture Trustee and the Owner Trustee acknowledges
that interpretations of the requirements of Regulation AB may change over time, whether due to
interpretive guidance provided by the Commission or its staff, consensus among participants in the
asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with
reasonable requests made by the Seller in good faith for delivery of information under these
provisions on the basis of evolving interpretations of Regulation AB.



     Section 11.02 Form 10-D Filings. For so long as the Seller is required to file
Exchange Act Reports with respect to the Issuer, no later than each Payment Date, each of the
Indenture Trustee, the Owner Trustee, the Servicer and the Backup Servicer shall notify (and the
Servicer shall cause any subservicer to notify) the Seller of any Form 10-D Disclosure Item with
respect to such Person, together with a description of any such Form 10-D Disclosure Item in form
and substance reasonably acceptable to the Seller. In addition to such information as the Servicer
is obligated to provide pursuant to other provisions of this Agreement, if so requested by the
Seller, the Servicer shall provide such information which is available to the Servicer, without
unreasonable effort or expense regarding the performance or servicing of the Receivables as is
reasonably required to facilitate preparation of distribution reports in



53









 







accordance with Item 1121
of Regulation AB. Such information shall be provided concurrently with the Statements to
Noteholders pursuant to Section 5.07, commencing with the first such report due not less than five
Business Days following such request.



     Section 11.03 Form 8-K Filings. For so long as the Seller is required to file Exchange Act Reports with respect to the
Issuer, each of the Indenture Trustee, the Owner Trustee, the Servicer and the Backup Servicer
shall promptly notify the Seller, but in no event later than one (1) Business Day after its
occurrence, of any Reportable Event (in the case of the Owner Trustee, only an event in clause (d)
of the definition of “Reportable Event”) of which such Person (or in the case of the Owner Trustee,
Backup Servicer and the Indenture Trustee, a Responsible Officer of such Person) has actual
knowledge. Each Person shall have actual knowledge of any such event only to the extent that it
relates to such Person or any action or failure to act by such Person.



     Section 11.04 Form 10-K Filings. For so long as the Seller is required to file
Exchange Act Reports: (i) if the Item 1119 Parties listed on Appendix A have changed since the
Closing Date, no later than March 1 of each year, the Seller shall provide each of the Indenture
Trustee, the Owner Trustee, the Servicer and the Backup Servicer with an updated Appendix A setting
forth the Item 1119 Parties and (ii) no later than March 15 of each year, commencing in 2011, the
Indenture Trustee, the Owner Trustee, the Servicer and the Backup Servicer shall notify the Seller
of any Form 10-K Disclosure Item, together with a description of any such Form 10-K Disclosure Item
in form and substance reasonably acceptable to the Seller.



     Section 11.05 Report on Assessment of Compliance and Attestation. So long as the
Seller is required to file Exchange Act Reports in respect of the Issuer, on or before March 15 of
each calendar year, commencing in 2011:




     (a) The Indenture Trustee shall deliver to the Seller and the Servicer a report of the
Indenture Trustee’s assessment of compliance with the Servicing Criteria during the
immediately preceding calendar year, as set forth under Rules 13a-18 and 15d-18 of the
Exchange Act (or any successor provisions) and Item 1122 of Regulation AB. Such report
shall be signed by an authorized officer of the Indenture Trustee and shall at a minimum
address each of the Servicing Criteria specified on a certification substantially in the
form of Appendix B hereto delivered to the Seller concurrently with the execution of this
Agreement (provided that such certification may be revised after the date of this Agreement
as agreed by the Seller and the Indenture Trustee to reflect any guidance with respect to
such criteria from the Commission). To the extent any of the Servicing Criteria are not
applicable to the Indenture Trustee, with respect to asset-backed securities transactions
taken as a whole involving the Indenture Trustee and that are backed by the same asset type
as the Receivables, such report shall include such a statement to that effect. The
Indenture Trustee acknowledges and agrees that the Seller with respect to its duties as the
Certifying Person, and each of their respective officers and directors shall be entitled to
rely upon each such servicing criteria assessment and the attestation delivered pursuant to
Section 11.05(b) below.




     (b) The Indenture Trustee shall deliver to the Seller and the Servicer a report of a
registered public accounting firm that attests to, and reports on, the assessment of
compliance made by the Indenture Trustee and delivered pursuant to the preceding paragraph.
Such attestation shall be in accordance with Rules 13a-18 and 15d-18 of the



54









 







Exchange Act (or
any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor
provisions) under the Securities Act and the Exchange Act,
including, without limitation that in the event that an overall opinion cannot be
expressed, such registered public accounting firm shall state in such report why it was
unable to express such an opinion. Such report must be available for general use and not
contain restricted use language.




     (c) The Indenture Trustee shall cause each Reporting Subcontractor to deliver to the
Seller and the Servicer an assessment of compliance and accountants’ attestation as and when
provided in paragraphs (a) and (b) of this Section 11.05. An assessment of compliance
provided by a Subcontractor need not address any elements of the Servicing Criteria other
than those specified by the Indenture Trustee pursuant to Section 11.05(a).




     (d) In the event the Indenture Trustee or Reporting Subcontractor is terminated or
resigns during the term of this Agreement, such Person shall provide the documents and
information pursuant to this Section 11.05 with respect to the period of time it was subject
to this Agreement or provided services with respect to the Trust or the Receivables.



     Section 11.06 Back-up Sarbanes-Oxley Certification. No later than March 15 of each
year, beginning in 2011, the Servicer shall provide to the Person who signs the Sarbanes-Oxley
Certification (the “Certifying Person”) a certification (each, a “Performance Certification”) and
shall cause each Reporting Subcontractor, in the form attached hereto as Appendix C (in the case of
a Reporting Subcontractor) and as Appendix D (in the case of the Servicer) on which the Certifying
Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers,
directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can
reasonably rely. The Seller will not request delivery of a certification under this Section 11.06
unless the Seller is required under the Exchange Act to file an annual report on Form 10-K with
respect to the Issuer. So long as the Servicer is the Seller or an Affiliate of the Seller, the
Servicer is not required to deliver the Performance Certification. In the event that prior to the
filing date of the Form 10-K in March of each year, the Indenture Trustee or the Servicer has
actual knowledge of information as to itself (or any of its Subcontractors appointed pursuant to
Section 11.07) that is material to the Sarbanes-Oxley Certification, the Indenture Trustee or the
Servicer shall promptly notify the Seller. Each of the Indenture Trustee, the Servicer and Backup
Servicer agrees to cooperate with all reasonable requests made by any Certifying Person or
Certification Party in connection with such Person’s attempt to conduct any due diligence that such
Person reasonably believes to be appropriate in order to allow it to deliver any Sarbanes-Oxley
Certification or portion thereof with respect to the Issuer.



     Section 11.07 Use of Subcontractors. (a) It shall not be necessary for the Indenture
Trustee, the Backup Servicer or the Servicer to seek the consent of the Seller or any other party
hereto to the utilization of any Subcontractor. Each of the Indenture Trustee and the Servicer
shall promptly upon request provide to the Seller (or any designee of the Seller, such as the
Servicer or the Administrator) a written description (in form and substance satisfactory to the
Seller) of the role and function of each Subcontractor utilized by such Person, specifying (i) the
identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are “participating
in the servicing function” within the meaning of Item 1122 of Regulation AB and (iii) which



55









 




elements of the
Servicing Criteria will be addressed in assessments of compliance provided by each
Subcontractor identified pursuant to clause (ii) of this sentence.




     (b) As a condition to the utilization of any Subcontractor determined to be a Reporting
Subcontractor, the Indenture Trustee shall cause any such Subcontractor for the benefit of the
Seller to comply with the provisions of Sections 11.05 and 11.06 to the same extent as if such
Subcontractor were the Indenture Trustee. The Indenture Trustee shall be responsible for obtaining
from each such Subcontractor and delivering to the Seller, any assessment of compliance and
attestation required to be delivered by such Subcontractor under Sections 11.05 and 11.06, in each
case as and when required to be delivered.



     (c) As a condition to the utilization of any Subcontractor determined to be a Reporting
Subcontractor, the Servicer shall cause any such Subcontractor for the benefit of the Seller to
comply with the provisions of Section 4.10(a)(ii), Section 4.11 and Section 11.06 to the same
extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining
from each such Subcontractor and delivering to the Seller, any assessment of compliance and
attestation required to be delivered by such Subcontractor under this Agreement, in each case as
and when required to be delivered.



     Section 11.08 Representations and Warranties. Each of the Indenture Trustee and the
Owner Trustee represents that (i) there are no affiliations, relating to such Person with respect
to any Item 1119 Party, (ii) there are no relationships or transactions with respect to any Item
1119 Party and such Person that are outside the ordinary course of business or on terms other than
would be obtained in an arm’s-length transaction with an unrelated third party, apart from the
transactions contemplated under the Basic Documents, and that are material to the investors’
understanding of the Notes and (iii) there are no legal proceedings pending, or known to be
contemplated by governmental authorities, against such Person, or of which the property of such
Person is subject, that is material to the Noteholders.



     Section 11.09 Indemnification. (a) Each of the Indenture Trustee and the Servicer
(if the Seller is not the Servicer) shall indemnify the Seller, each affiliate of the Seller, the
Servicer with respect to its duties as Certifying Person or each Person who controls any of such
parties (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)
and the respective present and former directors, officers, employees and agents of each of the
foregoing, and shall hold each of them harmless from and against any losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees
and expenses that any of them may sustain arising out of or based upon:




     (i) (A) any untrue statement of a material fact contained or alleged to be contained in
(x) with respect to the Indenture Trustee, any required disclosure items or the assessment
of compliance required under this Article XI and (y) with respect to the Servicer, Section
4.10 and Section 4.11 provided by or on behalf of such Person (with respect to each such
party, the “Provided Information”), or (B) the omission or alleged omission to state in the
Provided Information a material fact required to be stated in the Provided Information, or
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided, by way of
clarification, that clause (B) of this paragraph shall be construed solely by reference to
the related Provided Information and not to any other information communicated in connection
with a sale or purchase of securities, without regard to whether the Provided



56









 







Information or
any portion thereof is presented together with or separately from such other information; or




     (ii) with respect to the Indenture Trustee, any failure by the Indenture Trustee to
deliver any disclosure items or assessment of compliance when and as required under this
Article XI, and with respect to the Servicer, any failure by the Servicer to deliver any
information, report, certification, accountants’ letter or other material when and as
required under Section 4.10, Section 4.11 or Article XI, as applicable.



     (b) In the case of any failure of performance described in clause (ii) of Section 11.09(a),
each of the Indenture Trustee and the Servicer shall promptly reimburse the Seller for all costs
reasonably incurred by each such party in order to obtain the information, report, certification,
accountants’ letter or other material not delivered as required by the Indenture Trustee or the
Servicer, as applicable.



     (c) Each of the Indenture Trustee, the Backup Servicer and the Servicer shall require that any
Reporting Subcontractor agree to the provisions of paragraphs (a) and (b) of this Section 11.09, or
shall be responsible for all such indemnification, costs or expenses if the Reporting Subcontractor
will not agree to such provisions.



     (d) Notwithstanding anything to the contrary contained herein, in no event shall the Indenture
Trustee be liable for special, indirect or consequential damages of any kind whatsoever, including
but not limited to lost profits, even if the Indenture Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action.



     Section 11.10 Amendments. In the event the parties to this Agreement desire to
further clarify or amend any provision of this Article XI, this Agreement shall be amended to
reflect the new agreement between the parties covering matters in this Article XI pursuant to
Section 11.01, provided such amendment will not require any Opinion of Counsel or satisfaction of
the Rating Agency Condition or the consent of any Noteholder or Certificateholder.



57









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective officers as of the day and year first above written.



	 	 	 	 	 
	 	CHRYSLER FINANCIAL AUTO SECURITIZATION TRUST 2010-A

 	 
	 	By:  	U.S. BANK TRUST NATIONAL ASSOCIATION, 
not in its individual capacity but solely as
 Owner Trustee on behalf of the Trust
 	 
	 	 	 
	 	By:  	/s/
Melissa Rosal
 	 
	 	 	Name:  	Melissa Rosal	 
	 	 	Title:  	Vice President	 
	 
	 	CHRYSLER FINANCIAL SERVICES AMERICAS LLC,

Seller and Servicer

 	 
	 	By:  	/s/
L. F. Guindi 	 
	 	 	Name:  	L. F. Guindi 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Backup Servicer

 	 
	 	By:  	/s/
Marianna Stershic 	 
	 	 	Name:  	Marianna Stershic 	 
	 	 	Title:  	Vice President	 
	 



CFAST 2010-A —  Sale and Servicing Agreement












 









 








	 	 	 	 	 
	Acknowledged and accepted and, solely for

purposes of Article XI, agreed as of the

day and year first above written:





WELLS FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity

but solely as Indenture Trustee

 	 	 
	By:  	/s/
Marianna Stershic	 	 
	 	Name:  	Marianna Stershic	 	 
	 	Title:  	Vice President	 	 
	 
	U.S. BANK TRUST NATIONAL ASSOCIATION,

not in its individual capacity, but solely as

Owner Trustee

 	 	 
	By:  	/s/
Melissa Rosal	 	 
	 	Name:  	Melissa Rosal	 	 
	 	Title:  	Vice President	 	 
	 



CFAST 2010-A —  Sale and Servicing Agreement





 











 





SCHEDULE A




Schedule of Receivables




Delivered to the Owner Trustee and Indenture Trustee at Closing



Schedule A









 





SCHEDULE B




Location of Receivable Files




1. 9750 Goethe Road, Sacramento, CA 95827.

2. 1202 Avenue R, Grand Prairie, TX 75050.

3. 3433 Progress Drive, Bensalem, PA 19020.




Schedule B









 





EXHIBIT A




Form of Payment Statement to Noteholders




Chrysler Financial Services Americas LLC

Chrysler Financial Auto Securitization Trust 2010-A Payment Date Statement to Noteholders




Amount of Principal Paid to:




	 	 	 

	Class A-1 Notes:

	 	($ per $1,000 original principal amount)
	Class A-2 Notes:

	 	($ per $1,000 original principal amount)
	Class A-3 Notes:

	 	($ per $1,000 original principal amount)
	Class B Notes:

	 	($ per $1,000 original principal amount)
	Class C Notes:

	 	($ per $1,000 original principal amount)
	Class D Notes:

	 	($ per $1,000 original principal amount)






Amount of Interest Paid to:




	 	 	 

	Class A-1 Notes:

	 	($ per $1,000 original principal amount)
	Class A-2 Notes:

	 	($ per $1,000 original principal amount)
	Class A-3 Notes:

	 	($ per $1,000 original principal amount)
	Class B Notes:

	 	($ per $1,000 original principal amount)
	Class C Notes:

	 	($ per $1,000 original principal amount)
	Class D Notes:

	 	($ per $1,000 original principal amount)





Amounts paid to Class E Notes: ($  per $1,000 original stated principal amount)



Total Distribution Amount:




Note Balance




   Class A-1 Notes

   Class A-2 Notes

   Class A-3 Notes

   Class B Notes

   Class C Notes

   Class D Notes

   Class E Stated Principal Amount




Servicing Fee

Servicing Fee Per $1,000 Note




Backup Servicing Fee

Backup Servicing Fee Per $1,000 Note




Additional Servicing Fee

Additional Servicing Fee Per $1,000 Note




Exhibit A-1 









 





Fees, Expenses and Indemnity Payments

Fees, Expenses and Indemnity Payments Per $1,000 Note

Reserve Account Balance



Pool Balance










Exhibit A-2 









 








			
	Chrysler Financial Services Americas LLC
	 	Distribution Date: dd-mmm-yy
	CFAST 2010-A Monthly Servicer’s Certificate	 	 






EXHIBIT B




Form of Servicer’s Certificate











Exhibit B-1 









 








APPENDIX A




Item 1119 Parties



Chrysler Financial Auto Securitization Trust 2010-A

Chrysler Financial Services Americas LLC

Wells Fargo Bank, National Association

U.S. Bank Trust National Association




Appendix A-1 









 





APPENDIX B




Minimum Servicing Criteria to be Addressed in

Assessment of Compliance Statement



          The assessment of compliance to be delivered by the Indenture Trustee shall address, at a
minimum, the criteria identified as below as “Applicable Servicing Criteria”:




	 	 	 	 	 
	Reg AB Reference	 	Servicing Criteria	 	Applicable Servicing Criteria
	 

	 	General Servicing Considerations	 	 
	 
	 	 	 	 
	1122(d)(l)(i)

	 	Policies and procedures are
instituted to monitor any
performance or other triggers and
events of default in accordance
with the transaction agreements.
	 	N/A
	 
	 	 	 	 
	1122(d)(l)(ii)

	 	If any material servicing
activities are outsourced to third
parties, policies and procedures
are instituted to monitor the
third party’s performance and
compliance with such servicing
activities.
	 	N/A
	 
	 	 	 	 
	1122(d)(l)(iii)

	 	Any requirements in the
transaction agreements to maintain
a back-up servicer for the Pool
Assets are maintained.
	 	N/A
	 
	 	 	 	 
	1122(d)(l)(iv)

	 	A fidelity bond and errors and
omissions policy is in effect on
the party participating in the
servicing function throughout the
reporting period in the amount of
coverage required by and otherwise
in accordance with the terms of
the transaction agreements.
	 	N/A
	 
	 	 	 	 
	 

	 	Cash Collection and Administration	 	 
	 
	 	 	 	 
	1122(d)(2)(i)

	 	Payments on pool assets are
deposited into the appropriate
custodial bank accounts and
related bank clearing accounts no
more than two business days
following receipt, or such other
number of days specified in the
transaction agreements.
	 	N/A
	 
	 	 	 	 
	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.
	 	N/A
	 
	 	 	 	 
	1122(d)(2)(iv)

	 	The related accounts for the
transaction, such as cash reserve
accounts or accounts established
as a form of over
collateralization, 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”
	 	X






Appendix A-1 









 






	 	 	 	 	 
	Reg AB Reference	 	Servicing Criteria	 	Applicable Servicing Criteria
	 

	 	with
respect to a foreign financial
institution means a foreign
financial institution that meets
the requirements of Rule
13k-l(b)(l) of the Securities
Exchange Act.	 	 
	 
	 	 	 	 
	1122(d)(2)(vi)

	 	Unissued checks are safeguarded so
as to prevent unauthorized access.
	 	N/A
	 
	 	 	 	 
	1122(d)(2)(vii)

	 	Reconciliations are prepared on a
monthly basis for all asset-backed
securities related bank accounts,
including custodial accounts and
related bank clearing accounts.
These reconciliations are (A)
mathematically accurate; (B)
prepared within 30 calendar days
after the bank statement cutoff
date, or such other number of days
specified in the transaction
agreements; (C) reviewed and
approved by someone other than the
person who prepared the
reconciliation; and (D) contain
explanations for reconciling
items. These reconciling items
are resolved within 90 calendar
days of their original
identification, or such other
number of days specified in the
transaction agreements.
	 	X
	 
	 	 	 	 
	 

	 	Investor Remittances and Reporting	 	 
	 
	 	 	 	 
	1122(d)(3)(i)

	 	Reports to investors, including
those to be filed with the
Commission, are maintained in
accordance with the transaction
agreements and applicable
Commission requirements.
Specifically, such reports (A) are
prepared in accordance with
timeframes and other terms set
forth in the transaction
agreements; (B) provide
information calculated in
accordance with the terms
specified in the transaction
agreements; (C) are filed with the
Commission as required by its
rules and regulations; and (D)
agree with investors’ or the
trustee’s records as to the total
unpaid principal balance and
number of Pool Assets serviced by
the Servicer.
	 	N/A
	 
	 	 	 	 
	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 (solely with respect to
remittances)
	 
	 	 	 	 
	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.
	 	N/A
	 
	 	 	 	 
	1122(d)(4)(ii)

	 	Pool assets and related documents
are safeguarded
	 	N/A






Appendix A-2 









 






	 	 	 	 	 
	Reg AB Reference	 	Servicing Criteria	 	Applicable Servicing Criteria
	 

	 	as required by the
transaction agreements	 	 
	 
	 	 	 	 
	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.
	 	N/A
	 
	 	 	 	 
	1122(d)(4)(iv)

	 	Payments on pool assets, including
any payoffs, made in accordance
with the related pool asset
documents are posted to the
Servicer’s obligor records
maintained no more than two
business days after receipt, or
such other number of days
specified in the transaction
agreements, and allocated to
principal, interest or other items
(e.g., escrow) in accordance with
the related pool asset documents.
	 	N/A
	 
	 	 	 	 
	1122(d)(4)(v)

	 	The Servicer’s records regarding
the pool assets agree with the
Servicer’s records with respect to
an obligor’s unpaid principal
balance.
	 	N/A
	 
	 	 	 	 
	1122(d)(4)(vi)

	 	Changes with respect to the terms
or status of an obligor’s pool
assets (e.g., loan modifications
or re-agings) are made, reviewed
and approved by authorized
personnel in accordance with the
transaction agreements and related
pool asset documents.
	 	N/A
	 
	 	 	 	 
	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.
	 	N/A
	 
	 	 	 	 
	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).
	 	N/A
	 
	 	 	 	 
	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.
	 	N/A
	 
	 	 	 	 
	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
	 	N/A






Appendix A-3 









 






	 	 	 	 	 
	Reg AB Reference	 	Servicing Criteria	 	Applicable Servicing Criteria
	 

	 	returned to
the obligor within 30 calendar
days of full repayment of the
related pool assets, or such other
number of days specified in the
transaction agreements.	 	 
	 
	 	 	 	 
	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.
	 	N/A
	 
	 	 	 	 
	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.
	 	N/A
	 
	 	 	 	 
	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.
	 	N/A
	 
	 	 	 	 
	1122(d)(4)(xiv)

	 	Delinquencies, charge-offs and
uncollectible accounts are
recognized and recorded in
accordance with the transaction
agreements.
	 	N/A
	 
	 	 	 	 
	1122(d)(4)(xv)

	 	Any external enhancement or other
support, identified in Item
1114(a)(l) through (3) or Item
1115 of Regulation AB, is
maintained as set forth in the
transaction agreements.
	 	N/A






	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	  	 	 
	 	Date:	 	 



Appendix A-4 









 






	 	 	 	 	 



Minimum Servicing Criteria to be Addressed in

Assessment of Compliance Statement



The assessment of compliance to be delivered by the Servicer shall address, at a minimum, the
criteria identified as below as “Applicable Servicing Criteria”:




	 	 	 	 	 
	 	 	 	 	Applicable
	 	 	 	 	Servicing
	Reg AB Reference	 	Servicing Criteria	 	Criteria
	 

	 	General Servicing Considerations	 	 
	 
	 	 	 	 
	1122(d)(1)(i)

	 	Policies and procedures are instituted to monitor any performance or
other triggers and events of default in accordance with the
transaction agreements.
	 	X
	 
	 	 	 	 
	1122(d)(1)(ii)

	 	If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor the third
party’s performance and compliance with such servicing activities.
	 	X
	 
	 	 	 	 
	1122(d)(1)(iii)

	 	Any requirements in the transaction agreements to maintain a back-up
servicer for the pool assets are maintained.
	 	X
	 
	 	 	 	 
	1122(d)(1)(iv)

	 	A fidelity bond and errors and omissions policy is in effect on the
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and otherwise
in accordance with the terms of the transaction agreements.
	 	N/A
	 
	 	 	 	 
	 

	 	Cash Collection and Administration	 	 
	 
	 	 	 	 
	1122(d)(2)(i)

	 	Payments on pool assets are deposited into the appropriate custodial
bank accounts and related bank clearing accounts no more than two
business days following receipt, or such other number of days
specified in the transaction agreements.
	 	X
	 
	 	 	 	 
	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 (solely as it
relates to the
remittance to
Trustee)
	 
	 	 	 	 
	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.
	 	N/A
	 
	 	 	 	 
	1122(d)(2)(iv)

	 	The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollaterialization, are separately maintained (e.g., with
respect to commingling of cash) as set forth in the transaction
agreements.
	 	N/A
	 
	 	 	 	 
	1122(d)(2)(v)

	 	Each custodial account is maintained at a federally insured
depositary institution as set forth in the transaction agreements.
For purposes of this criterion, “federally insured depository
institution” with respect to a foreign financial institution means a
foreign financial institution that meets the requirements of Rule
13k-1(b)(1) under the Securities Exchange Act.
	 	N/A
	 
	 	 	 	 
	1122(d)(2)(vi)

	 	Unissued checks are safeguarded so as to prevent unauthorized access.
	 	N/A
	 
	 	 	 	 
	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 reconciliation’s are:	 	 
	 

	 	(A) mathematically accurate;
	 	N/A






Appendix A-5 









 






	 	 	 	 	 
	 	 	 	 	Applicable
	 	 	 	 	Servicing
	Reg AB Reference	 	Servicing Criteria	 	Criteria
	 

	 	(B) prepared within 30 calendar days after the bank statement cutoff
date, or such other number of days specified in the transaction
agreements;
	 	N/A
	 

	 	(C) reviewed and approved by someone other than the person who
prepared the reconciliation; and
	 	N/A
	 

	 	(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.
	 	N/A
	 
	 	 	 	 
	 

	 	Investors 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;
	 	X
	 

	 	(B) provide information calculated in accordance with the terms
specified in the transaction agreements;
	 	X
	 

	 	(C) are filed with the Commission as required by its rules and
regulations; and
	 	X
	 

	 	(D) agree with investors or the Trustee’s record as to the total
unpaid principal balance and number of pool assets serviced by the
Reporting 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 (solely as it
relates to
allocation and
remittance to
Trustee)
	 
	 	 	 	 
	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 (solely as it
relates to the
remittance to
Trustee)
	 
	 	 	 	 
	1122(d)(3)(iv)

	 	Amounts remitted to investors per the investor reports agree with
the cancelled checks, or other form of payment, or custodial bank
statements.
	 	X (solely as it
relates to the
remittance to
Trustee)
	 
	 	 	 	 
	 

	 	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
	 
	 	 	 	 
	1122(d)(4)(ii)

	 	Pool assets and related documents are safeguarded as required by the
transaction agreements.
	 	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 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 in
accordance with the related pool asset documents.
	 	X
	 
	 	 	 	 
	1122(d)(4)(v)

	 	The reporting servicer’s records regarding the pool assets agree
with the reporting servicer’s records with respect to an obligor’s
unpaid principal
	 	X






Appendix A-6 









 






	 	 	 	 	 
	 	 	 	 	Applicable
	 	 	 	 	Servicing
	Reg AB Reference	 	Servicing Criteria	 	Criteria
	 

	 	balance.	 	 
	 
	 	 	 	 
	1122(d)(4)(vi)

	 	Changes with respect to the terms or status of an obligor’s pool
assets (e.g., loan modifications or re-agings) are made, reviewed
and approved by authorized personnel in accordance with the
transaction agreements and related pool asset documents.
	 	X
	 
	 	 	 	 
	1122(d)(4)(vii)

	 	Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and concluded
in accordance with the timeframes or other requirements established
by the transaction agreements.
	 	X
	 
	 	 	 	 
	1122(d)(4)(viii)

	 	Records documenting collection efforts are maintained during the
period a pool asset is delinquent in accordance with the transaction
agreements. Such records are maintained on at least a monthly basis,
or such other period specified in the transaction agreements, and
describe the entity’s activities in monitoring delinquent pool
assets including, for example, phone calls, letters and payment
rescheduling plans in cases where delinquency is deemed temporary
(e.g., illness or unemployment).
	 	X
	 
	 	 	 	 
	1122(d)(4)(ix)

	 	Adjustment to interest rates or rates of return for pool assets with
variable rates are computed based on the related pool asset
documents.
	 	N/A
	 
	 	 	 	 
	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;
	 	N/A
	 

	 	(B) interest on such funds is paid, or credited, to obligors in
accordance with applicable pool asset documents and state laws; and
	 	N/A
	 

	 	(C) such funds are returned to the obligor within 30 calendar days
of full repayment of the related pool assets, or such other number
of days specified in the transaction agreements.
	 	N/A
	 
	 	 	 	 
	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.
	 	N/A
	 
	 	 	 	 
	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.
	 	N/A
	 
	 	 	 	 
	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.
	 	N/A
	 
	 	 	 	 
	1122(d)(4)(xiv)

	 	Delinquencies, charge-offs and uncollectible accounts are recognized
and recorded in accordance with the transaction agreements.
	 	X
	 
	 	 	 	 
	1122(d)(4)(xv)

	 	Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
as set forth in the transaction agreements.
	 	N/A






Appendix A-7 









 






	 	 	 	 	 
	 	CHRYSLER FINANCIAL SERVICES AMERICAS LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	  	 	 
	 	Date:	 	 



Appendix A-8 









 






	 	 	 	 	 



APPENDIX C




Form of Performance Certification



Reporting Subcontractor



CERTIFICATION




     Re: Chrysler Financial Auto Securitization Trust 2010-A



     The undersigned Reporting Subcontractor hereby certifies to the [          ] and its officers,
directors and Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge
and intent that the Certification Parties will rely on this Certification in connection with the
certification concerning the Trust to be signed by an officer of the Servicer and submitted to the
Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:



     1. The Reporting Subcontractor has reviewed the information and reports provided by it to the
Seller and the Servicer pursuant to the Sale and Servicing Agreement with respect to the servicing
criteria assessment under Section 11.05 of the Sale and Servicing Agreement (the “Information”);



     2. Based on the Reporting Subcontractor’s knowledge, the Information, taken as a whole, does
not contain any untrue statement of a material fact or omit to state a material fact required in
the Information and necessary to make the statements made, in the light of the circumstances under
which such statements were made, not misleading with respect to the period covered by the 10-K
report; and



     3. The servicing criteria assessment required to be provided by the Reporting Subcontractor
pursuant to the Sale and Servicing Agreement, has been provided to the Seller and the Servicer.
Any material instance of noncompliance with the applicable Servicing Criteria has been disclosed in
such report.



     4. Any assessment of compliance with servicing criteria required to be provided by any
Reporting Subcontractor of the Indenture Trustee have been provided by such Reporting
Subcontractor.



Appendix C-1 









 





     Capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Sale
and Servicing Agreement dated as of September 29, 2010 among Chrysler Financial Services Americas
LLC, as Seller and Servicer, Wells Fargo Bank, National Association, as Backup Servicer and
Chrysler Financial Auto Securitization Trust 2010-A.



	 	 	 	 	 
	 	[REPORTING SUBCONTRACTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	  	 	 
	 	Date:	 	 



Appendix C-2 









 






	 	 	 	 	 



APPENDIX D




Form of Performance Certification

(Servicer)



CERTIFICATION




     Re: Chrysler Financial Auto Securitization Trust 2010-A



     The undersigned Servicer hereby certifies to the [_______] and its officers, directors and
Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge and intent
that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Servicer and submitted to the Securities and
Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:



     1. I have reviewed the servicer compliance statement of the Servicer provided in accordance
with Item 1123 of Regulation AB (the “Compliance Statement”), the report on assessment of the
Servicer’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the
“Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation report provided in
accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB
(the “Attestation Report”), and all servicing reports, officer’s certificates and other information
relating to the servicing of the Receivables by the Servicer during [20__] that were delivered by
the Servicer to the Indenture Trustee pursuant to the Agreement (collectively, the “Servicer
Servicing Information”);



     2. Based on my knowledge, the Servicer Servicing Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in the light of the circumstances under which such statements were made, not
misleading with respect to the period of time covered by the Servicer Servicing Information;



     3. Based on my knowledge, all of the Servicer Servicing Information required to be provided by
the Servicer under the Agreement has been provided to the Indenture Trustee;



     4. I am responsible for reviewing the activities performed by the Servicer as servicer under
the Sale and Servicing Agreement dated September 29, 2010 among Chrysler Financial Auto
Securitization Trust 2010-A, Chrysler Financial Services Americas LLC and Wells Fargo, National
Association, as Backup Servicer (the “Agreement”), and based on my knowledge and the compliance
review conducted in preparing the Compliance Statement and except as disclosed in the Compliance
Statement, the Servicing Assessment or the Attestation Report, the Servicer has fulfilled its
obligations under the Agreement in all material respects; and



     5. The Compliance Statement required to be delivered by the Servicer pursuant to the
Agreement, and the Servicing Assessment and Attestation Report required to be provided by the
Servicer and by any Reporting Subcontractor pursuant to the Agreement, have been provided



Appendix D-1 









 




to the Indenture Trustee. Any material instances of noncompliance described in such reports
have been disclosed to the Seller. Any material instance of noncompliance with the Servicing
Criteria has been disclosed in such reports.




     Capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Sale
and Servicing Agreement dated as of September 29, 2010 among Chrysler Financial Services Americas
LLC, as Seller and Servicer, Chrysler Financial Auto Securitization Trust 2010-A and Wells Fargo,
National Association, as Backup Servicer.



	 	 	 	 	 
	 	CHRYSLER FINANCIAL

SERVICES AMERICAS LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Date:	 	 




Appendix D-2