8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 16, 2017

Ally Auto Receivables Trust 2017-3

(Issuing Entity with respect to Securities)

Ally Auto Assets LLC

(Depositor with respect to Securities)

Ally Bank

(Sponsor with respect to Securities)

Delaware	333-204844-06	38-7185435
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
Ally Auto Assets LLC 500 Woodward Avenue Detroit, Michigan		48226
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number, including area code: (866) 710-4623

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01 and 8.01. Entry into a Material Definitive Agreement and Other Events

Ally Auto Assets LLC (“Ally Auto”) has registered an issuance of $22,523,500,297.91 in principal amount of asset backed notes on Form SF-3 (Registration File No. 333-204844) under the Securities Act of 1933, as amended (the “Act”), filed on June 9, 2015, as amended by Pre-Effective Amendment No. 1 on August 14, 2015, by Pre-Effective Amendment No. 2 on September 24, 2015, by Pre-Effective Amendment No. 3 on October 22, 2015, by Pre-Effective Amendment No. 4 on October 30, 2015 and by Pre-Effective Amendment No. 5 on November 6, 2015 (as amended, the “Registration Statement”).

On May 16, 2017, Ally Auto and Ally Bank (the “Sponsor”) entered into an Underwriting Agreement with Barclays Capital Inc., Deutsche Bank Securities Inc. and RBC Capital Markets, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), for the issuance and sale of an amount of certain asset backed notes of Ally Auto Receivables Trust 2017-3 (the “Issuing Entity”) in the following classes: (i) the Class A-1 Asset Backed Notes (the “Class A-1 Notes”), (ii) the Class A-2 Asset Backed Notes (the “Class A-2 Notes”), (iii) the Class A-3 Asset Backed Notes (the “Class A-3 Notes”), (iv) the Class A-4 Asset Backed Notes (the “Class A-4 Notes” and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Class A Notes”), (v) the Class B Asset Backed Notes (the “Class B Notes”), (vi) the Class C Asset Backed Notes (the “Class C Notes”) and (vii) the Class D Asset Backed Notes (the “Class D Notes” and together with the Class A Notes, the Class B Notes and the Class C Notes, the “Offered Notes”). The retained Class A-1 Asset Backed Notes (the “Class A-1 RR Notes”), the retained Class A-2 Asset Backed Notes (the “Class A-2 RR Notes”), the retained Class A-3 Asset Backed Notes (the “Class A-3 RR Notes”), the retained Class A-4 Asset Backed Notes (the “Class A-4 RR Notes” and together with the Class A-1 RR Notes, the Class A-2 RR Notes and the Class A-3 RR Notes, the “Class A RR Notes”), the retained Class B Asset Backed Notes (the “Class B RR Notes”), the retained Class C Asset Backed Notes (the “Class C RR Notes”) and the retained Class D Asset Backed Notes (the “Class D RR Notes” and collectively with the Class A RR Notes, the Class B RR Notes and the Class C RR Notes, the “Retained Notes,” and the Retained Notes together with the Offered Notes, the “Notes”) will also be issued by the Issuing Entity. The Offered Notes have an aggregate principal balance of $1,000,540,000. Only the Offered Notes have been registered pursuant to the Act under the Registration Statement. The Retained Notes will be initially retained or held by Ally Auto or a majority-owned affiliate of the Sponsor. Five percent (5%) of the Certificates of the Issuing Entity will be initially retained or held by Ally Auto or a majority-owned affiliate of the Sponsor and ninety-five percent (95%) will be initially held or retained by Ally Auto or an affiliate of Ally Auto. It is expected that the Notes will be issued on or about May 24, 2017 (the “Closing Date”).

This Current Report on Form 8-K is being filed to satisfy an undertaking to file copies of certain agreements executed in connection with the issuance of the Notes, the forms of which were filed as Exhibits to the Registration Statement.

The Notes will be issued pursuant to an Indenture attached hereto as Exhibit 4.1, to be dated as of the Closing Date between the Issuing Entity and Deutsche Bank Trust Company Americas, as Indenture Trustee.

The Notes evidence indebtedness of the Issuing Entity, the assets of which will consist primarily of motor vehicle retail instalment sale contracts (the “Receivables”) secured by new and used automobiles and light duty trucks financed thereby.

On the Closing Date, the Receivables will have the characteristics described in the Prospectus, dated as of May 16, 2017, to be filed with the Commission pursuant to Rule 424(b)(5) of the Act on May 18, 2017.

Legal opinions of Kirkland & Ellis LLP are attached as Exhibit 5.1 and Exhibit 8.1.

Item 9.01.	Exhibits
Exhibit 1.1	Underwriting Agreement, dated as of May 16, 2017, by and among Ally Bank, Ally Auto Assets LLC and Barclays Capital Inc., Deutsche Bank Securities Inc. and RBC Capital Markets, LLC, as representatives of the underwriters named therein.
Exhibit 4.1	Indenture between Ally Auto Receivables Trust 2017-3 and Deutsche Bank Trust Company Americas, as Indenture Trustee, to be dated as of May 24, 2017.
Exhibit 4.2	Trust Agreement among Ally Auto Assets LLC, as Depositor, BNY Mellon Trust of Delaware, as Owner Trustee, and the Paying Agent, to be dated as of May 24, 2017.
Exhibit 4.3	Pooling Agreement between Ally Bank, as Seller, and Ally Auto Assets LLC, to be dated as of May 24, 2017.
Exhibit 5.1	Opinion of Counsel of Kirkland & Ellis LLP, dated as of May 18, 2017.
Exhibit 8.1	Opinion of Counsel of Kirkland & Ellis LLP, dated as of May 18, 2017.
Exhibit 36.1	Depositor Certification for shelf offerings of asset-backed securities.
Exhibit 99.1	Trust Sale Agreement between Ally Auto Assets LLC, as Depositor, and Ally Auto Receivables Trust 2017-3, as Issuing Entity, to be dated as of May 24, 2017.
Exhibit 99.2	Custodian Agreement between Ally Bank, as Custodian, and Ally Auto Assets LLC, as Depositor, to be dated as of May 24, 2017.
Exhibit 99.3	Administration Agreement among Ally Auto Receivables Trust 2017-3, as Issuing Entity, Ally Bank, as Administrator, and Deutsche Bank Trust Company Americas, as Indenture Trustee, to be dated as of May 24, 2017.
Exhibit 99.4	Servicing Agreement among Ally Bank, as Servicer, Ally Auto Assets LLC, as Depositor, and Ally Auto Receivables Trust 2017-3, as Issuing Entity, to be dated as of May 24, 2017.
Exhibit 99.5	Asset Representations Review Agreement among Ally Auto Receivables Trust 2017-3, as Issuing Entity, Ally Bank, as Sponsor, and Clayton Fixed Income Services LLC, as Asset Representations Reviewer, to be dated as of May 24, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ALLY AUTO ASSETS LLC
By:	/s/ Niraj Kapadia
Name:	Niraj Kapadia
Title:	Vice President

Dated: May 18, 2017

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 1.1	Underwriting Agreement, dated as of May 16, 2017, by and among Ally Bank, Ally Auto Assets LLC and Barclays Capital Inc., Deutsche Bank Securities Inc. and RBC Capital Markets, LLC, as representatives of the underwriters named therein.
Exhibit 4.1	Indenture between Ally Auto Receivables Trust 2017-3 and Deutsche Bank Trust Company Americas, as Indenture Trustee, to be dated as of May 24, 2017.
Exhibit 4.2	Trust Agreement among Ally Auto Assets LLC, as Depositor, BNY Mellon Trust of Delaware, as Owner Trustee, and the Paying Agent, to be dated as of May 24, 2017.
Exhibit 4.3	Pooling Agreement between Ally Bank, as Seller, and Ally Auto Assets LLC, to be dated as of May 24, 2017.
Exhibit 5.1	Opinion of Counsel of Kirkland & Ellis LLP, dated as of May 18, 2017.
Exhibit 8.1	Opinion of Counsel of Kirkland & Ellis LLP, dated as of May 18, 2017.
Exhibit 36.1	Depositor Certification for shelf offerings of asset-backed securities.
Exhibit 99.1	Trust Sale Agreement between Ally Auto Assets LLC, as Depositor, and Ally Auto Receivables Trust 2017-3, as Issuing Entity, to be dated as of May 24, 2017.
Exhibit 99.2	Custodian Agreement between Ally Bank, as Custodian, and Ally Auto Assets LLC, as Depositor, to be dated as of May 24, 2017.
Exhibit 99.3	Administration Agreement among Ally Auto Receivables Trust 2017-3, as Issuing Entity, Ally Bank, as Administrator, and Deutsche Bank Trust Company Americas, as Indenture Trustee, to be dated as of May 24, 2017.
Exhibit 99.4	Servicing Agreement among Ally Bank, as Servicer, Ally Auto Assets LLC, as Depositor, and Ally Auto Receivables Trust 2017-3, as Issuing Entity, to be dated as of May 24, 2017.
Exhibit 99.5	Asset Representations Review Agreement among Ally Auto Receivables Trust 2017-3, as Issuing Entity, Ally Bank, as Sponsor, and Clayton Fixed Income Services LLC, as Asset Representations Reviewer, to be dated as of May 24, 2017.

EX-1.1

EXHIBIT 1.1

ALLY AUTO RECEIVABLES TRUST 2017-3

$270,000,000 Asset Backed Notes, Class A-1

$371,370,000 Asset Backed Notes, Class A-2

$271,370,000 Asset Backed Notes, Class A-3

$86,010,000 Asset Backed Notes, Class A-4

$22,220,000 Asset Backed Notes, Class B

$18,510,000 Asset Backed Notes, Class C

$13,750,000 Asset Backed Notes, Class D

ALLY AUTO ASSETS LLC

(DEPOSITOR)

ALLY BANK

(SPONSOR)

UNDERWRITING AGREEMENT

May 16, 2017

Barclays Capital Inc.

Deutsche Bank Securities Inc.

RBC Capital Markets, LLC

As Representatives of the several Underwriters named in Schedule 1

Ladies and Gentlemen:

Ally Auto Receivables Trust 2017-3 (the “Trust”) will issue to Ally Auto Assets LLC, a Delaware limited liability company (the “Depositor”), $270,000,000 aggregate principal balance of Class A-1 Asset Backed Notes (the “Class A-1 Notes”), $371,370,000 aggregate principal balance of Class A-2 Asset Backed Notes (the “Class A-2 Notes”), $271,370,000 aggregate principal balance of Class A-3 Asset Backed Notes (the “Class A-3 Notes”), $86,010,000 aggregate principal balance of Class A-4 Asset Backed Notes (the “Class A-4 Notes” and together with the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes, the “Class A Notes”), $22,220,000 aggregate principal balance of Class B Asset Backed Notes (the “Class B Notes”), $18,510,000 aggregate principal balance of Class C Asset Backed Notes (the “Class C Notes”) and $13,750,000 aggregate principal balance of Class D Asset Backed Notes (the “Class D Notes” together with the Class A Notes, the Class B Notes and the Class C Notes, the “Notes”). The Depositor proposes to sell to the Underwriters, $256,500,000 aggregate principal balance of Class A-1 Notes, $352,800,000 aggregate principal balance of Class A-2 Notes, $257,800,000 aggregate principal balance of Class A-3 Notes, $81,700,000 aggregate principal balance of Class A-4 Notes, $21,100,000 aggregate principal balance of Class B Notes, $17,580,000 aggregate principal balance of Class C Notes and $13,060,000 aggregate principal balance of Class D Notes

(collectively, the “Offered Notes”). The Notes will be issued pursuant to an indenture, to be dated as of the Closing Date (as defined below) (as amended and supplemented from time to time, the “Indenture”), between the Trust and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”).

The assets of the Trust will include, among other things, a pool of retail instalment sales contracts and direct purchase money loans for new and used automobiles and light trucks (the “Receivables”) and certain monies due or received thereunder on and after May 1, 2017 (the “Cutoff Date”), such Receivables to be transferred to the Trust by the Depositor pursuant to a trust sale agreement, to be dated as of the Closing Date (as amended and supplemented from time to time, the “Trust Sale Agreement”), among the Depositor and the Trust, and serviced by Ally Bank, a Utah chartered bank (“Ally Bank” and the “Servicer”). The aggregate amount financed under the Receivables, exclusive of accrued interest, as of the Cutoff Date will be $1,057,998,087.93. The Trust has been formed pursuant to a trust agreement, dated as of April 21, 2017 (to be further amended and restated as of the Closing Date and as further amended and supplemented from time to time, the “Trust Agreement”), between the Depositor and BNY Mellon Trust of Delaware, as trustee, acting thereunder not in its individual capacity but solely as trustee of the Trust (the “Owner Trustee”) and The Bank of New York Mellon Trust Company, National Association, as paying agent. Ally Bank, will serve as the initial custodian of the Receivable Files as defined in and pursuant to a servicing agreement to be dated as of the Closing Date (as amended and supplemented from time to time, the “Servicing Agreement”), among the Trust, the Servicer and the Depositor and a custodian agreement, to be dated as of the Closing Date (as amended and supplemented from time to time, the “Custodian Agreement”), between the Servicer and the Depositor.

Any reference herein to the Registration Statement, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 10 of Form SF-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 18 hereof. Capitalized terms not otherwise defined in this Underwriting Agreement (this “Agreement”) shall have the meanings assigned to them in Part I of Appendix A to the Servicing Agreement.

1.    Representations and Warranties of the Depositor. The Depositor represents and warrants to, and agrees with, the several underwriters named in Schedule 1 (the “Underwriters”) that:

(a)    The Depositor meets or will meet the requirements for use of Form SF-3 under the Act (including the Registrant Requirements and the Transaction Requirements, each as of the Closing Date, and each in the General Instructions to Form SF-3) and has prepared and filed with the Commission a registration statement (No. 333-204844), including a prospectus, on Form SF-3 pursuant to Rule 415 under the Act on June 9, 2015, as amended by Pre-Effective Amendment No. 1 on August 14, 2015, Pre-Effective Amendment No. 2 on September 24, 2015, Pre-Effective Amendment No. 3 on October 22, 2015, Pre-Effective Amendment No. 4 on October 30, 2015

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and Pre-Effective Amendment No. 5 on November 6, 2015 for the registration under the Act of asset-backed securities (issuable in series and classes thereof), including the Offered Notes, which registration statement has become effective, and a copy of which, as amended to the date hereof, has heretofore been delivered to the Underwriters. The Depositor has filed or will file with the Commission, pursuant to Rule 424(h), one or more Preliminary Prospectuses not later than the third business day before the Applicable Time and has delivered the Final Preliminary Prospectus to the Underwriters at least 48 hours prior to the Applicable Time for delivery to prospective investors. The Depositor will file with the Commission pursuant to Rule 424(b) a Final Prospectus relating to the Offered Notes and the method of distribution thereof.

(b)    On the Effective Date, the Registration Statement complied, and when the Final Preliminary Prospectus is first filed in accordance with Rule 424(h) and the Final Prospectus is first filed in accordance with Rule 424(b), the Final Preliminary Prospectus and the Final Prospectus will comply, in all material respects, with the applicable requirements of the Act; provided, however, that the Depositor has prepared the Final Preliminary Prospectus and the Final Prospectus in reliance upon and in conformity with the guidance from the Staff of the Commission set forth in the No-Action Letter, dated November 23, 2010, regarding Regulation AB Items 1103(a)(9) and 1120 (the “No-Action Letter”); on the Effective Date, the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Depositor makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) (i) in reliance upon and in conformity with the Underwriter Information (as defined in Section 8(b)) or (ii) relating to and included in the ABS Tables. As of the Closing Date, the representations and warranties of the Depositor in a pooling agreement, to be dated as of the Closing Date (the “Pooling Agreement”), between Ally Bank and the Depositor, in the Trust Sale Agreement, in the Servicing Agreement and in the Trust Agreement will be true and correct in all material respects.

(c)    As of the Applicable Time, the Disclosure Package did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Depositor makes no representations or warranties as to the information contained in or omitted from the Disclosure Package (i) in reliance upon and in conformity with the Underwriter Information or (ii) included in the ABS Tables.

(d)    At the earliest time after the filing of the Registration Statement that the Depositor or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Offered Notes, the Depositor was not an “ineligible issuer,” as defined in Rule 405.

(e)    Each Issuer Free Writing Prospectus, as of its issue date, does not and will not include any information that conflicts or will conflict with the information then contained in the Registration Statement; provided, however, that the Depositor makes no representations or warranties as to the information contained in or omitted from any Issuer Free Writing Prospectus

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(i) in reliance upon and in conformity with the Underwriter Information or (ii) relating to the ABS Tables. If at any time following issuance of an Issuer Free Writing Prospectus there has occurred or does occur an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information then contained in the Registration Statement or would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Depositor has notified or will promptly notify the Underwriters and (ii) the Depositor has amended or supplemented or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

(f)    This Agreement has been duly authorized, executed and delivered by the Depositor.

(g)    As of its date, the Final Preliminary Prospectus did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Depositor makes no representations or warranties as to the information contained in or omitted from the Final Preliminary Prospectus (i) in reliance upon and in conformity with the Underwriter Information, (ii) included in the ABS Tables or (iii) pricing and price dependent information, which information shall appear in the Final Prospectus but not in the Final Preliminary Prospectus.

2.    Representations, Warranties and Covenants of the Sponsor. Ally Bank in its capacity as sponsor (the “Sponsor”) represents and warrants to, and agrees with, each Underwriter that:

(a)    (i) the Sponsor or the Depositor has provided a written representation (the “17g-5 Representation”) to each Rating Agency, which satisfies the requirements of paragraph (a)(3)(iii)(A) through (E) of Rule 17g-5 of the Exchange Act and (ii) each of the Sponsor and the Depositor has complied and will comply, with the 17g-5 Representation other than any breach of the 17g-5 Representation (A) that would not have a material adverse effect on the Offered Notes or (B) arising from a breach by any Underwriter of the representation, warranty and covenant set forth in Section 5(g);

(b)    the Sponsor or the Depositor has complied with and will comply with Rule 15Ga-2 of the Exchange Act with respect to any third-party due diligence services (as defined in Rule 17g-10(d)(1) of the Exchange Act) (a “Third-Party Diligence Report” relating to the Offered Notes) performed on behalf of the Sponsor or the Depositor, other than any breach arising from a breach by any Underwriter of the representation, warranty and covenant set forth in Section 5(g)(ii), and the Sponsor or the Depositor has furnished (and will furnish) to the Commission any Form ABS-15G required in connection with a Third-Party Diligence Report, within the time period required by Rule 15Ga-2;

(c)    on or prior to the date of this Agreement, neither the Sponsor nor the Depositor has requested (or caused any person to request) any Third-Party Diligence Report, other than the Third-Party Diligence Report set forth on Schedule 7, and, to the extent it has requested any Third-Party Diligence Report, it has made available such report to each Underwriter;

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(d)    as of the Closing Date, the Sponsor shall have duly authorized, executed and delivered the Asset Representations Review Agreement. When the Asset Representations Review Agreement has been duly authorized, executed and delivered, the Asset Representations Review Agreement shall constitute the legal, valid and binding obligation of the Sponsor enforceable against the Sponsor, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and

(e)    the Sponsor has complied, and will comply as of the Closing Date, with Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”), either directly or (to the extent permitted by the Credit Risk Retention Rules) through a majority-owned affiliate (as defined in the Credit Risk Retention Rules).

3.    Purchase, Sale and Delivery of the Offered Notes. Each Underwriter executing this Agreement on its own behalf and as a Representative of the several Underwriters (the “Representatives”) hereby represents and warrants to the Depositor that it has been authorized by the other Underwriters to execute this Agreement on their behalf. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to the Underwriters, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor, the respective principal balance of each class of Offered Notes set forth opposite the name of such Underwriter on Schedule 1. Each class of Offered Notes is to be purchased at the respective purchase price set forth on Schedule 2, plus accrued interest to the extent set forth on such Schedule 2.

4.    Delivery and Payment. The Depositor will deliver the Offered Notes to the Representatives for the account of the Underwriters against payment of the purchase price and Reserve Account Deposit in immediately available funds, at the office of Kirkland & Ellis LLP, 300 North LaSalle, Chicago, Illinois 60654, on May 24, 2017 at 10:00 a.m. (Chicago time), or at such other time and place not later than seven full business days thereafter as the Representatives and the Depositor determine, such time being herein referred to as the “Closing Date.” The global notes representing the Offered Notes shall be registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Offered Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes will be available only under limited circumstances.

5.    Offering by Underwriters; Representations and Covenants of the Underwriters.

(a)    It is understood that the Underwriters propose to offer the Offered Notes for sale to the public (which may include selected dealers) as set forth in the Final Prospectus. Each Underwriter agrees that all such offers and sales by such Underwriter will be made in compliance with all applicable laws and regulations, including all laws and regulations with respect to pricing of the Offered Notes and disclosure of underwriting commissions from the Depositor or any other person.

(b)    The Underwriters have not provided and will not provide any ABS Informational and Computational Material to prospective investors. For the purposes hereof, “ABS Informational and Computational Material” as used herein shall have the meanings given such term in Item 1101(a) of Regulation AB under the Exchange Act.

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(c)    Each Underwriter represents that it has delivered to prospective investors (i) the Final Preliminary Prospectus at least 48 hours prior to delivery of confirmation of sale and (ii) the Bloomberg Screen prior to or at the Applicable Time.

(d)    Each Underwriter, solely with respect to itself, represents, as of the Closing Date, that other than any Preliminary Prospectus, the Final Prospectus and any Free Writing Prospectus identified on Schedule 3, it did not provide any prospective investors with any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Notes, other than those identified on Schedule 4; provided, however, that, notwithstanding the foregoing, the Depositor agrees that each Underwriter may disseminate without the approval of the Depositor one or more “written communications” (as defined in Rule 405 under the Act) in the form of (i) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information contained in any Preliminary Prospectus, (ii) information on Bloomberg to prospective investors relating to (A) the prepayment speed and clean-up call information of the Offered Notes, any derivatives expected to be entered into in connection with the Offered Notes, and the weighted average life and payment window of one or more classes of Offered Notes and (B) a column or other entry showing the status of the subscriptions for the Offered Notes (both for the issuance as a whole and for each Underwriter’s retention) (collectively, the “Bloomberg Information”) or (iii) information customarily included in confirmations of sales of securities and notices of allocations and information contemplated by Rule 134 of the Act, which, in the case of clauses (ii) or (iii), each Underwriter, solely with respect to itself, represents shall not be required to be filed with the Commission (i) pursuant to the safe harbor provided by Rule 134 or (ii) because such information is a Free Writing Prospectus that is not an Issuer Free Writing Prospectus (each such written communication identified in clauses (ii) and (iii), an “Underwriter Free Writing Prospectus”). As used herein, the term “Issuer Information” means any information of the type specified in clauses (1) – (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by such Underwriter.

(e)    Each Underwriter severally and not jointly represents, warrants and agrees with the Depositor that:

(i)    each Underwriter Free Writing Prospectus prepared by it will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Offered Notes, when taken as a whole together with the Disclosure Package, include any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no Underwriter makes such representation, warranty or agreement to the extent such untrue statements in or omissions from any Underwriter Free Writing Prospectus were made in

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reliance upon and in conformity with any (A) written information furnished to the related Underwriter by the Depositor or Ally Bank expressly for use in such Underwriter Free Writing Prospectus, which information was not corrected by information subsequently provided by the Depositor or Ally Bank to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus, (B) information accurately extracted from any Preliminary Prospectus or the Final Prospectus, which information was not corrected by information subsequently provided by the Depositor or Ally Bank to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus or (C) Issuer Information (as defined in Section 5(d));

(ii)    each Underwriter Free Writing Prospectus prepared by it shall contain a legend substantially in the form of and in compliance with Rule 433(c)(2)(i) of the Act, and shall otherwise conform to any applicable requirements for “free writing prospectuses” under the Act;

(iii)    none of the information in any Underwriter Free Writing Prospectus will conflict with the information then contained in the Registration Statement or any prospectus that is a part thereof; and

(iv)    such Underwriter has in place, and covenants that it shall maintain, internal controls and procedures that it reasonably believes to be sufficient to ensure compliance in all material respects with all applicable legal requirements of the Act and the rules and regulations thereunder with respect to the generation and use of Underwriter Free Writing Prospectuses in connection with the offering of the Offered Notes.

(f)    Each Underwriter that uses the Internet or other electronic means to offer or sell the Offered Notes severally and not jointly represents that it has in place, and covenants that it shall maintain, internal controls and procedures which it reasonably believes to be sufficient to ensure compliance in all material respects with all applicable legal requirements under the Act and applicable procedures, if any, worked out with the staff of the Commission relating to the use of the Internet or relating to computerized or electronic means of delivery to prospective investors of the Prospectus and any related “road-show” materials, including the Road Show, in each case in connection with the offering of the Offered Notes.

(g)    Each Underwriter severally and not jointly represents, warrants and agrees with the Depositor and the Sponsor that:

(i) on and prior to the date of this Agreement, it has not delivered (or caused any person other than the Sponsor or any of its affiliates to deliver) any written Rating Agency Information to any nationally recognized statistical rating organization (each, an “NRSRO”), other than the Rating Agency Information set forth on Schedule 6;

(ii) on and prior to the date of this Agreement, it has not requested (or caused any person other than the Sponsor or any of its affiliates to request) any Third-Party Diligence Report, other than a Third-Party Diligence Report set forth on Schedule 7 and, to the extent it has requested any Third-Party Diligence Report, it has provided such report to the Sponsor prior to the fifth business day prior to the date hereof;

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(iii) on and after the date of this Agreement, it will not deliver (and will not cause any person other than the Sponsor or any of its affiliates to deliver) any written Rating Agency Information to any NRSRO other than with the express written consent of the Sponsor; and

(iv) it has not communicated any Rating Agency Information orally to any NRSRO except in circumstances where an authorized representative of the Sponsor participated in such oral communications; provided, however, that if an Underwriter receives an oral communication from any NRSRO, such Underwriter is authorized to inform such NRSRO that it will respond to the oral communication with a designated representative from the Sponsor or refer such NRSRO to the Sponsor, who will respond to the oral communication.

(h)    As of the Applicable Time and as of the Closing Date, each Underwriter has and will have complied with all of its obligations hereunder.

6.    Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that:

(a)    The Depositor shall furnish to the Representatives without charge, during the period mentioned in Section 6(e) below, as many copies of the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request.

(b)    The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(h) not later than the third business day before the Applicable Time.

(c)    The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the Applicable Time.

(d)    The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices.

(e)    If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is

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necessary at any time to amend the Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, the Depositor promptly shall (1) notify the Representatives of such event and (2) prepare and file with the Commission, subject to paragraph (d) of this Section 6, an amendment or supplement which will correct such statement or omission or effect such compliance.

(f)    The Depositor represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, in the Intex CDI files as described in Section 5(d)(i) above, the Bloomberg Information and the information described in Section 5(d)(iii).

(g)    The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale.

(h)    For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee.

(i)    So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request.

(j)    Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable

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fees and disbursements of outside counsel) incurred by them in connection with the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters.

(k)    To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actions.

(l)    If, during the period after the Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order.

(m)    The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor, the Sponsor or any other person with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.

7.    Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions:

(a)    The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives.

(b)    No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set

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forth in (i) the Disclosure Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened.

(c)    The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives.

(d)    The Representatives shall have received on the Closing Date an opinion of (i) Kirkland & Ellis LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, (ii) Prince, Yeates & Geldzahler, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, and (iii) Robert A. Harris, General Counsel of the Asset Representations Reviewer, regarding certain corporate matters relating to the Asset Representations Reviewer, each dated the Closing Date.

(e)    The Representatives shall have received a negative assurance letter with respect to the Disclosure Package as of the date hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of Kirkland & Ellis LLP, special counsel to the Depositor.

(f)    The Representatives shall have received a negative assurance letter with respect to the Disclosure Package as of the date hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of Mayer Brown LLP, counsel for the Underwriters.

(g)    The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale Agreement, the Servicing Agreement, the Trust Agreement, and the Pooling Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date.

(h)    On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent.

(i)    The Representatives shall have received on the Closing Date an opinion or opinions of Kirkland & Ellis LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (ii) below, an opinion of Jonathan P. Andrews, Chief Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would, under applicable federal conservatorship or receivership law, (A) hold that the FDIC acting as conservator or receiver for Ally Bank could

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not avoid the Pooling Agreement by exercise of its authority under 12 U.S.C. § 1823(e) or (B) hold that paragraph (d)(3) or paragraph (d)(4), as applicable, and paragraph (e) of the FDIC regulation entitled “Treatment of financial assets transferred in connection with a securitization or participation,” 12 CFR § 360.6 (as amended through the Closing Date) would apply to transactions contemplated by the Basic Documents, and (ii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale Agreement, the Pooling Agreement, the Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, to be dated as of the Closing Date, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing.

(j)    On the Closing Date, the Certificates shall have been issued by the Trust.

(k)    The Depositor shall have received the ratings letters that assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus.

The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

8.    Indemnification and Contribution.

(a)    The Depositor and Ally Bank, jointly and severally, agree to indemnify and hold harmless the Underwriters and each person, if any, who controls an Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Road Show and any Form ABS-15G (taken as a whole, together with the Disclosure Package), the Disclosure Package or the Final Prospectus (as amended or supplemented pursuant to Section 6(e) if the Depositor shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, except insofar as any such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission made (i) in reliance upon and in conformity with the Underwriter Information or (ii) in reliance upon information included in the ABS Tables.

(b)    Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless each of Ally Bank and the Depositor, its respective directors, its respective officers and any person controlling either Ally Bank or the Depositor, as applicable, to the same extent as the foregoing indemnity from each of Ally Bank and the Depositor to such Underwriter in Section 8(a), but only with reference to

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(i)    information in reliance upon or conformity with the Underwriter Information; and the Depositor acknowledges that the following items constitute the only “Underwriter Information”:

(1)    the statements made by the Underwriters under the caption “Underwriting” in the Disclosure Package and the Final Prospectus with respect to the following:

a.    the legal names of the Underwriters in the table titled “Aggregate Principal Amount to be Purchased”;

b.     the table relating to selling concessions and reallowances and the paragraph of text preceding such table; and

c.    to the extent the fifth to last sentence under the caption “Plan of Distribution” applies to the Underwriters¹, the representation of the Depositor and the Underwriters relating to purchase transactions, over-allotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids;

(2)    each of the Underwriters’ “street names” on the front cover and the back cover, if any, of the Final Preliminary Prospectus and the Final Prospectus; and

(ii)    any Underwriter Free Writing Prospectus (as defined in Section 5(d)), when taken as a whole together with the Disclosure Package;

provided, however, that no Underwriter shall be liable to the extent that any such loss, claim, damage or liability arises out of or is based upon any statement in or omission from any Underwriter Free Writing Prospectus in reliance upon and in conformity with (A) any written information furnished to the related Underwriter by the Depositor or Ally Bank expressly for use therein, which information was not corrected by information subsequently provided by the Depositor or Ally Bank to such Underwriter prior to the time of use of such Underwriter Free Writing Prospectus, (B) information accurately extracted from any Preliminary Prospectus or the Final Prospectus, which information was not corrected by information subsequently provided by the Depositor or Ally Bank to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus or (C) Issuer Information (as defined in Section 5(d)).

(c)    In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either of Sections 8(a) or (b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements

¹  The fifth to last sentence under the caption “Plan of Distribution” reads as follows: “Neither the depositor nor any underwriter represents that the underwriters will engage in any of these transactions or that these transactions, once commenced, will not be discontinued without notice at any time.”

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of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties. Such firm shall be designated in writing by the Representatives in the case of parties indemnified pursuant to Section 8(a) and by Ally Bank and the Depositor in the case of parties indemnified pursuant to Section 8(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened proceeding in respect of which any indemnified party is a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or admission of, fault, culpability or a failure to act by or on behalf of the indemnified party.

If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or 8(b) or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits but also the relative fault of Ally Bank and/or the Depositor on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of Ally Bank and/or the Depositor on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by either of Ally Bank or the Depositor, as applicable, or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

Each of Ally Bank, the Depositor and the Underwriters agrees that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation or by any other method of allocation which does not take account of the considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, the Underwriters shall not be required to contribute any amount in excess of the amount by which the total price at which the Offered Notes were

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offered for sale exceeds the amount of any damages which the Underwriters have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this Section 8 to indemnify and contribute are several in proportion to their respective underwriting obligations and not joint.

The indemnity and contribution agreements contained in this Section 8 and the representations and warranties of each of Ally Bank and the Depositor, as applicable, in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by any Underwriter or on behalf of any Underwriter or any person controlling any Underwriter or by or on behalf of either of Ally Bank or the Depositor, as applicable, together with its respective directors or officers or any person controlling such party, and (iii) acceptance of, and payment for, any of the Offered Notes.

9.    Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Notes agreed to be purchased by such Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that the amount of Offered Notes set forth opposite their names in Schedule 1 bears to the aggregate amount of Offered Notes set forth opposite the names of all the remaining Underwriters) the Offered Notes which the defaulting Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Notes which the defaulting Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Notes set forth in Schedule 1, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes and if such nondefaulting Underwriters do not purchase all the Offered Notes, this Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)) to any nondefaulting Underwriter, the Trust or the Depositor (other than under Section 8). In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Depositor shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any Underwriter of its liability, if any, to the Depositor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

10.    Termination. (a) If this Agreement shall be terminated by the Representatives because of any failure or refusal on the part of either of Ally Bank or the Depositor to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason either of Ally Bank or the Depositor shall be unable to perform its obligations under this Agreement, Ally Bank and the Depositor, jointly and severally, shall reimburse the Underwriters for all reasonable out-of-pocket expenses (including the reasonable fees and disbursements of their outside counsel) reasonably incurred by the Underwriters in connection with the offering of the Offered Notes.

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(b)    The Representatives may terminate this Agreement (upon consultation with each of Ally Bank and the Depositor) at any time prior to the Closing Date if, in the opinion of the Representatives, there shall have been a change in national or international financial, political or economic conditions that in their view will have a materially adverse effect on the success of the offering and distribution of or a secondary market for the Offered Notes in the United States. After consultation with each of Ally Bank and the Depositor, the parties to this Agreement shall be released and discharged from their respective obligations under this Agreement without liability on the part of either the Underwriters or on the part of either of Ally Bank or the Depositor (other than under Section 8), and, notwithstanding Section 10(a), each party will pay its own expenses.

11.    Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of each of Ally Bank and the Depositor or its respective officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters or either of Ally Bank or the Depositor or any of their respective officers or directors or any controlling persons, and will survive delivery of and payment for the Offered Notes.

12.    Notices. All communications hereunder will be in writing, and, if sent to the Representatives, will be mailed, delivered or sent by facsimile transmission and confirmed to the Representatives at: Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Martin Attea, facsimile: (646) 885-9346; Deutsche Bank Securities Inc., 60 Wall Street, 3^rd Floor, New York, New York 10005, Attention: Jay Steiner, facsimile: (646) 374-1086; and RBC Capital Markets, LLC, Three World Financial Center, 200 Vesey Street, 8th Floor, New York, New York 10281, Attention: Rick Koppenhaver, facsimile (212) 428-2304; or if sent to the Depositor, will be mailed, delivered or sent by facsimile transmission and confirmed to it at 500 Woodward Avenue, Detroit, Michigan 48226; Attention: Structured Funding Executive, facsimile: (313) 665-6351; or if sent to Ally Bank, will be mailed, delivered or sent by facsimile transmission and confirmed to it at 6985 Union Park Center, Suite 435, Midvale, Utah 84047, Attention: Chief Financial Officer, facsimile: (801) 790-5062.

13.    Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8, and no other person will have any right or obligation hereunder.

14.    APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS (EXCEPT SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

15.    Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

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16.    Patriot Act. The Depositor acknowledges that in accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Representatives are each required to obtain, verify and record information that identifies its clients, including the Depositor, which information may include the name and address of its clients, as well as other information that will allow the Underwriters to properly identify its clients.

17.    European Economic Area.

(a)    In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents to and agrees with the Depositor that, with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of the offered notes to the public in that Relevant Member State other than:

(i) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(ii) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the depositor for any such offer; or

(iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided that no such offer of offered notes referred to in clauses (i), (ii) or (iii) above will require the issuing entity or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

(b)    Each Underwriter represents, warrants and agrees that:

(i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of any notes in circumstances in which Section 21(1) of the FSMA does not apply to the issuing entity; and

(ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any notes in, from or otherwise involving the United Kingdom.

For the purpose of this Section 17, the expression “an offer of the offered notes to the public” in relation to any of the offered notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe to the offered notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant

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Member State; the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including by Directive 2010/73/EU) and includes any relevant implementing measure in each Relevant Member State; and countries comprising the “European Economic Area” are Austria, Belgium, Bulgaria, Croatia, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovak Republic, Slovenia, Spain, Sweden and the United Kingdom.

18.    Definitions. The terms which follow, when used in this Agreement, shall have the meanings indicated. Singular also includes the plural.

“ABS Tables” shall mean the tables under the caption of “Weighted Average Life of the Offered Notes—Percent of Initial Note Principal Balance Outstanding at Various ABS Percentages” in the Disclosure Package and the Final Prospectus, as applicable.

“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Applicable Time” means May 16, 2017.

“Bloomberg Information” has the meaning set forth in Section 5(d)(ii).

“Bloomberg Screen” means the Bloomberg Information contained in the Bloomberg screen identified in Schedule 3 hereto and filed with the Commission as a Free Writing Prospectus on May 16, 2017.

“Closing Date” has the meaning set forth in Section 4.

“Commission” means the Securities and Exchange Commission.

“Credit Risk Retention Rules” has the meaning set forth in Section 2(e).

“Disclosure Package” means the following, taken as a whole (i) the Final Preliminary Prospectus, (ii) the Ratings Free Writing Prospectus, (iii) the Bloomberg Screen and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.

“DTC” has the meaning set forth in Section 4.

“Effective Date” means with respect to any part of the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement relating thereto, the date and time that such part of the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement relating thereto became or becomes effective.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

-18-

“Final Preliminary Prospectus” means the Preliminary Prospectus, dated as of May 11, 2017, relating to a $1,000,540,000 aggregate principal amount of Offered Notes.

“Final Prospectus” means the final prospectus relating to the Offered Notes that was first filed pursuant to Rule 424(b) after the Applicable Time and otherwise satisfies Section 10(a) of the Act. For the purposes of this definition, the Final Prospectus shall include the “Static Pool Data” set forth in Appendix A thereto.

“Form ABS-15G” means any Form ABS-15G furnished on EDGAR with respect to Rule 15GA-2 and the transaction contemplated by this Agreement, whether prepared or furnished by the Sponsor, the Depositor, an Underwriter or otherwise, or any revision or amendment thereof or any supplement thereto.

“Free Writing Prospectus” means a free writing prospectus as defined in Rule 405.

“Issuer Free Writing Prospectus” means an issuer free writing prospectus, as defined in Rule 433, relating to the Offered Notes that (i) is required to be filed with the Commission by the Depositor or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Offered Notes or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Depositor’s records pursuant to Rule 433(g).

“Issuer Information” has the meaning set forth in Section 5(d).

“No-Action Letter” has the meaning set forth in Section 1(b).

“NRSRO” has the meaning set forth in Section 5(g).

“Preliminary Prospectus” means any preliminary prospectus listed on Schedule 5 or filed with the Commission pursuant to Rule 424(h) that describes the Offered Notes and the offering thereof and is used prior to filing of the Final Prospectus. For purposes of this definition, information contained in a form of prospectus or preliminary prospectus that is deemed to be a part of the Registration Statement pursuant to Rule 430D shall be considered to be included in the Preliminary Prospectus only as of the actual time that form of prospectus or preliminary prospectus is filed with the Commission pursuant to Rule 424(h), and shall include the “Static Pool Data” set forth in Appendix A thereto.

“Rating Agency” As of any date, any NRSRO requested by the Depositor to provide a rating on the Notes which is rating the Notes on such date.

“Rating Agency Information” means any information provided for the purpose of (a) determining the initial credit rating for the Offered Notes, including information about the characteristics of the Receivables and the legal structure of the Offered Notes, and (b) undertaking credit rating surveillance on the Offered Notes, including information about the characteristics and performance of the Receivables.

“Ratings Free Writing Prospectus” means the free writing prospectus setting forth the ratings on the Offered Notes identified in Schedule 3 hereto and filed with the Commission as a Free Writing Prospectus on May 11, 2017.

-19-

“Registration Statement” means the registration statement referred to in Section 1(a) above, including exhibits incorporated by reference therein and any prospectus relating to the Offered Notes that is filed with the Commission pursuant to Rule 424 and deemed part of such registration statement pursuant to Rule 430D, as amended at the Applicable Time (or, if not effective at the Applicable Time, in the form in which it shall become effective), and, in the event any post-effective amendment thereto or any Rule 462(b) Registration Statement becomes effective prior to the Closing Date, shall also mean such registration statement as so amended or such Rule 462(b) Registration Statement, as the case may be. Such term shall include any Rule 430A Information deemed to be included therein at the Effective Date as provided by Rule 430A.

“Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, 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 (January 7, 2005)), in the adopting release (Asset-Backed Securities Disclosure and Registration, Securities Act Release No. 33-9638, 79 Fed. Reg. 57,184 (September 24, 2014)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

“Road Show” means the road show, dated as of May 2017, relating to the Offered Notes.

“Rule 134,” “Rule 164,” “Rule 172,” “Rule 405,” “Rule 415,” “Rule 424,” “Rule 430A,” “Rule 430D,” “Rule 433” and “Rule 462” refer to such rules under the Act.

“Rule 462(b) Registration Statement” means a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof.

“Third-Party Diligence Report” has the meaning set forth in Section 2(b).

[Signatures Follow]

-20-

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Depositor, the Sponsor and you in accordance with its terms.

Very truly yours,
ALLY AUTO ASSETS LLC
By:	/s/ Niraj Kapadia
Name:	Niraj Kapadia
Title:	Vice President
ALLY BANK
By:	/s/ R. C. Farris
Name:	R. C. Farris
Title:	Assistant Treasurer

S-1 Underwriting Agreement Ally Auto Receivables Trust 2017-3

The foregoing Underwriting

Agreement is hereby confirmed

and accepted as of the date

first above written by the undersigned

acting on their own behalf and as a

Representative of the several Underwriters.

BARCLAYS CAPITAL INC.
By:	/s/ Eric Chang
	Name:	Eric Chang
	Title:	Director

S-2 Underwriting Agreement Ally Auto Receivables Trust 2017-3

The foregoing Underwriting

Agreement is hereby confirmed

and accepted as of the date

first above written by the undersigned

acting on their own behalf and as a

Representative of the several Underwriters.

DEUTSCHE BANK SECURITIES INC.
By:	/s/ Daniel Gerber
	Name:	Daniel Gerber
	Title:	Director
By:	/s/ Maureen Farley
	Name:	Maureen Farley
	Title:	Vice President

S-3 Underwriting Agreement Ally Auto Receivables Trust 2017-3

The foregoing Underwriting

Agreement is hereby confirmed

and accepted as of the date

first above written by the undersigned

acting on their own behalf and as a

Representative of the several Underwriters.

RBC CAPITAL MARKETS, LLC
By:	/s/ Rick Koppenhaver
	Name:	Rick Koppenhaver
	Title:	Managing Director

S-4 Underwriting Agreement Ally Auto Receivables Trust 2017-3

SCHEDULE 1

Underwriters	Class A-1 Notes		Class A-2 Notes		Class A-3 Notes		Class A-4 Notes		Class B Notes		Class C Notes		Class D Notes		Total
Barclays Capital Inc.	$	76,950,000	$	105,840,000	$	77,340,000	$	24,510,000	$	7,034,000	$	5,860,000	$	4,354,000	$	301,888,000
Deutsche Bank Securities Inc.	$	76,950,000	$	105,840,000	$	77,340,000	$	24,510,000	$	7,033,000	$	5,860,000	$	4,353,000	$	301,886,000
RBC Capital Markets, LLC	$	76,950,000	$	105,840,000	$	77,340,000	$	24,510,000	$	7,033,000	$	5,860,000	$	4,353,000	$	301,886,000
BMO Capital Markets Corp.	$	5,130,000	$	7,056,000	$	5,156,000	$	1,634,000	$	0	$	0	$	0	$	18,976,000
Lloyds Securities Inc.	$	5,130,000	$	7,056,000	$	5,156,000	$	1,634,000	$	0	$	0	$	0	$	18,976,000
MUFG Securities Americas Inc.	$	5,130,000	$	7,056,000	$	5,156,000	$	1,634,000	$	0	$	0	$	0	$	18,976,000
PNC Capital Markets LLC	$	5,130,000	$	7,056,000	$	5,156,000	$	1,634,000	$	0	$	0	$	0	$	18,976,000
Scotia Capital (USA) Inc.	$	5,130,000	$	7,056,000	$	5,156,000	$	1,634,000	$	0	$	0	$	0	$	18,976,000

Sch. 1-1

SCHEDULE 2

Class	Interest Rate			Purchase Price
Class A-1		1.10000	%		99.95000	%
Class A-2		1.53	%		99.79442	%
Class A-3		1.74	%		99.73957	%
Class A-4		2.01	%		99.69511	%
Class B		2.24	%		99.59189	%
Class C		2.37	%		99.49596	%
Class D		2.91	%		99.38317	%

Sch. 2-1

SCHEDULE 3

Issuer Free Writing Prospectuses

(1)    The Bloomberg Screen.

(2)    The Ratings Free Writing Prospectus.

Sch. 3-1

SCHEDULE 4

“Written Communication” (as defined in Rule 405 under the Act) Provided to Prospective Investors and Not Identified in Section 5(d)

(1)    The Road Show.

Sch. 4-1

SCHEDULE 5

Preliminary Prospectuses

(1)    Final Preliminary Prospectus, as defined herein.

Sch. 5-1

SCHEDULE 6

Rating Agency Information

None.

Sch. 6-1

SCHEDULE 7

Third-Party Diligence Report

Report, dated May 8, 2017 filed with the Commission on May 8, 2017, on Form ABS-15G.

Sch. 7-1

EX-4.1

EXHIBIT 4.1

ALLY AUTO RECEIVABLES TRUST 2017-3

Class A-1 1.10000% Asset Backed Notes

Class A-2 1.53% Asset Backed Notes

Class A-3 1.74% Asset Backed Notes

Class A-4 2.01% Asset Backed Notes

Class B 2.24% Asset Backed Notes

Class C 2.37% Asset Backed Notes

Class D 2.91% Asset Backed Notes

INDENTURE

Dated as of May 24, 2017

DEUTSCHE BANK TRUST COMPANY AMERICAS

Indenture Trustee

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE			2
SECTION 1.1	DEFINITIONS		2
SECTION 1.2	INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT		2
ARTICLE II THE NOTES			3
SECTION 2.1	FORM		3
SECTION 2.2	EXECUTION, AUTHENTICATION AND DELIVERY		3
SECTION 2.3	TEMPORARY NOTES		4
SECTION 2.4	REGISTRATION OF NOTES; REGISTRATION OF TRANSFER AND EXCHANGE OF NOTES		5
SECTION 2.5	MUTILATED, DESTROYED, LOST OR STOLEN NOTES		7
SECTION 2.6	PERSONS DEEMED NOTEHOLDERS		8
SECTION 2.7	PAYMENT OF PRINCIPAL AND INTEREST		8
SECTION 2.8	CANCELLATION OF NOTES		10
SECTION 2.9	RELEASE OF COLLATERAL		10
SECTION 2.10	BOOK-ENTRY NOTES		11
SECTION 2.11	NOTICES TO CLEARING AGENCY		11
SECTION 2.12	DEFINITIVE NOTES		11
SECTION 2.13	DEPOSITOR AS NOTEHOLDER		12
SECTION 2.14	TAX TREATMENT		12
SECTION 2.15	SPECIAL TERMS APPLICABLE TO THE PRIVATE NOTES		13
ARTICLE III COVENANTS			13
SECTION 3.1	PAYMENT OF PRINCIPAL AND INTEREST		13
SECTION 3.2	MAINTENANCE OF AGENCY OFFICE		13
SECTION 3.3	MONEY FOR PAYMENTS TO BE HELD IN TRUST		14
SECTION 3.4	EXISTENCE		15
SECTION 3.5	PROTECTION OF TRUST ESTATE; ACKNOWLEDGMENT OF PLEDGE		15
SECTION 3.6	OPINIONS AS TO TRUST ESTATE		16
SECTION 3.7	PERFORMANCE OF OBLIGATIONS; SERVICING OF RECEIVABLES		17
SECTION 3.8	NEGATIVE COVENANTS		18
SECTION 3.9	ANNUAL STATEMENT AS TO COMPLIANCE		19
SECTION 3.10	CONSOLIDATION, MERGER, ETC., OF ISSUING ENTITY; DISPOSITION OF TRUST ASSETS		19
SECTION 3.11	SUCCESSOR OR TRANSFEREE		21
SECTION 3.12	NO OTHER BUSINESS		21
SECTION 3.13	NO BORROWING		21
SECTION 3.14	GUARANTEES, LOANS, ADVANCES AND OTHER LIABILITIES		21
SECTION 3.15	SERVICER’S OBLIGATIONS		22
SECTION 3.16	CAPITAL EXPENDITURES		22
SECTION 3.17	REMOVAL OF ADMINISTRATOR		22
SECTION 3.18	RESTRICTED PAYMENTS		22
SECTION 3.19	NOTICE OF EVENTS OF DEFAULT		22
SECTION 3.20	FURTHER INSTRUMENTS AND ACTS		22
SECTION 3.21	INDENTURE TRUSTEE’S ASSIGNMENT OF ADMINISTRATIVE RECEIVABLES AND WARRANTY RECEIVABLES		22
SECTION 3.22	REPRESENTATIONS AND WARRANTIES BY THE ISSUING ENTITY TO THE INDENTURE TRUSTEE		23
ARTICLE IV SATISFACTION AND DISCHARGE			24
SECTION 4.1	SATISFACTION AND DISCHARGE OF INDENTURE		24
SECTION 4.2	APPLICATION OF TRUST MONEY		25
SECTION 4.3	REPAYMENT OF MONIES HELD BY PAYING AGENT		25
SECTION 4.4	DURATION OF POSITION OF INDENTURE TRUSTEE; SURVIVAL OF ARTICLE XII		25

i

ARTICLE V DEFAULT AND REMEDIES		25
SECTION 5.1	EVENTS OF DEFAULT	25
SECTION 5.2	ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT	27
SECTION 5.3	COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY INDENTURE TRUSTEE	27
SECTION 5.4	REMEDIES; PRIORITIES	29
SECTION 5.5	OPTIONAL PRESERVATION OF THE RECEIVABLES	31
SECTION 5.6	LIMITATION OF SUITS	31
SECTION 5.7	UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE PRINCIPAL AND INTEREST	32
SECTION 5.8	RESTORATION OF RIGHTS AND REMEDIES	32
SECTION 5.9	RIGHTS AND REMEDIES CUMULATIVE	32
SECTION 5.10	DELAY OR OMISSION NOT A WAIVER	32
SECTION 5.11	CONTROL BY NOTEHOLDERS	32
SECTION 5.12	WAIVER OF PAST DEFAULTS	33
SECTION 5.13	UNDERTAKING FOR COSTS	33
SECTION 5.14	WAIVER OF STAY OR EXTENSION LAWS	34
SECTION 5.15	ACTION ON NOTES	34
SECTION 5.16	PERFORMANCE AND ENFORCEMENT OF CERTAIN OBLIGATIONS	34
SECTION 5.17	ASSET REPRESENTATIONS REVIEW	35
ARTICLE VI THE INDENTURE TRUSTEE		36
SECTION 6.1	DUTIES OF INDENTURE TRUSTEE	36
SECTION 6.2	RIGHTS OF INDENTURE TRUSTEE	38
SECTION 6.3	INDENTURE TRUSTEE MAY OWN NOTES	39
SECTION 6.4	INDENTURE TRUSTEE’S DISCLAIMER	39
SECTION 6.5	NOTICE OF DEFAULTS	39
SECTION 6.6	REPORTS BY INDENTURE TRUSTEE	39
SECTION 6.7	COMPENSATION; INDEMNITY	40
SECTION 6.8	REPLACEMENT OF INDENTURE TRUSTEE	40
SECTION 6.9	MERGER OR CONSOLIDATION OF INDENTURE TRUSTEE	41
SECTION 6.10	APPOINTMENT OF CO-INDENTURE TRUSTEE OR SEPARATE INDENTURE TRUSTEE	42
SECTION 6.11	ELIGIBILITY; DISQUALIFICATION	43
SECTION 6.12	PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE ISSUING ENTITY	43
SECTION 6.13	REPRESENTATIONS AND WARRANTIES OF INDENTURE TRUSTEE	43
SECTION 6.14	INDENTURE TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES	44
SECTION 6.15	SUIT FOR ENFORCEMENT	44
SECTION 6.16	RIGHTS OF NOTEHOLDERS TO DIRECT INDENTURE TRUSTEE	44
ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS		45
SECTION 7.1	ISSUING ENTITY TO FURNISH INDENTURE TRUSTEE NAMES AND ADDRESSES OF NOTEHOLDERS	45
SECTION 7.2	PRESERVATION OF INFORMATION, COMMUNICATIONS TO NOTEHOLDERS	45
SECTION 7.3	REPORTS BY THE ISSUING ENTITY	45
SECTION 7.4	REPORTS BY TRUSTEE	46
ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES		46
SECTION 8.1	COLLECTION OF MONEY	46
SECTION 8.2	DESIGNATED ACCOUNTS; PAYMENTS	47
SECTION 8.3	GENERAL PROVISIONS REGARDING ACCOUNTS	48
SECTION 8.4	RELEASE OF TRUST ESTATE	49
SECTION 8.5	OPINION OF COUNSEL	49

ii

ARTICLE IX SUPPLEMENTAL INDENTURES		50
SECTION 9.1	SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS	50
SECTION 9.2	SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS	51
SECTION 9.3	EXECUTION OF SUPPLEMENTAL INDENTURES	52
SECTION 9.4	EFFECT OF SUPPLEMENTAL INDENTURE	52
SECTION 9.5	CONFORMITY WITH THE TRUST INDENTURE ACT	53
SECTION 9.6	REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES	53
ARTICLE X REDEMPTION OF NOTES		53
SECTION 10.1	REDEMPTION	53
SECTION 10.2	FORM OF REDEMPTION NOTICE	53
SECTION 10.3	NOTES PAYABLE ON REDEMPTION DATE	54
ARTICLE XI MISCELLANEOUS		54
SECTION 11.1	COMPLIANCE CERTIFICATES AND OPINIONS, ETC	54
SECTION 11.2	FORM OF DOCUMENTS DELIVERED TO INDENTURE TRUSTEE	56
SECTION 11.3	ACTS OF NOTEHOLDERS	56
SECTION 11.4	NOTICES, ETC., TO INDENTURE TRUSTEE, ISSUING ENTITY AND RATING AGENCIES	57
SECTION 11.5	NOTICES TO NOTEHOLDERS; WAIVER	57
SECTION 11.6	ALTERNATE PAYMENT AND NOTICE PROVISIONS	58
SECTION 11.7	CONFLICT WITH THE TRUST INDENTURE ACT	58
SECTION 11.8	EFFECT OF HEADINGS AND TABLE OF CONTENTS	59
SECTION 11.9	SUCCESSORS AND ASSIGNS	59
SECTION 11.10	SEVERABILITY	59
SECTION 11.11	BENEFITS OF INDENTURE	59
SECTION 11.12	LEGAL HOLIDAYS	59
SECTION 11.13	GOVERNING LAW	59
SECTION 11.14	COUNTERPARTS	59
SECTION 11.15	RECORDING OF INDENTURE	59
SECTION 11.16	NO RECOURSE	60
SECTION 11.17	NO PETITION	60
SECTION 11.18	INSPECTION	60
SECTION 11.19	INDEMNIFICATION BY AND REIMBURSEMENT OF SERVICER	61
SECTION 11.20	SUBORDINATION	61
SECTION 11.21	COMPLIANCE WITH APPLICABLE ANTI-TERRORISM AND ANTI-MONEY LAUNDERING REGULATIONS	61
ARTICLE XII COMPLIANCE WITH THE FDIC RULE		62
SECTION 12.1	PURPOSE	62
SECTION 12.2	REQUIREMENTS OF FDIC RULE	62
SECTION 12.3	PERFORMANCE	64
SECTION 12.4	[RESERVED]	64
SECTION 12.5	ACTIONS UPON REPUDIATION	64
SECTION 12.6	NOTICE	66
SECTION 12.7	RESERVATION OF RIGHTS	66

iii

EXHIBIT A	LOCATIONS OF SCHEDULE OF RECEIVABLES	Ex. A
EXHIBIT B	NOTE DEPOSITORY AGREEMENT FOR THE NOTES	Ex. B
EXHIBIT C-1	FORM OF CLASS A-1 FIXED RATE ASSET BACKED NOTES	C-1-1
EXHIBIT C-2	FORM OF CLASS A-2, CLASS A-3 AND CLASS A-4 FIXED RATE ASSET BACKED NOTES	C-2-1
EXHIBIT C-3	FORM OF CLASS B FIXED RATE ASSET BACKED NOTES	C-3-1
EXHIBIT C-4	FORM OF CLASS C FIXED RATE ASSET BACKED NOTES	C-4-1
EXHIBIT C-5	FORM OF CLASS D FIXED RATE ASSET BACKED NOTES	C-5-1
EXHIBIT D	SERVICING CRITERIA TO BE ADDRESSED IN INDENTURE TRUSTEE’S ASSESSMENT OF COMPLIANCE	D-1
EXHIBIT E	FORM OF CERTIFICATION	E
APPENDIX A	ADDITIONAL REPRESENTATIONS AND WARRANTIES	APP. A

iv

INDENTURE, dated as of May 24, 2017, between ALLY AUTO RECEIVABLES TRUST 2017-3, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee and not in its individual capacity (the “Indenture Trustee”).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Secured Parties (only to the extent expressly provided herein):

GRANTING CLAUSE

The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Secured Parties (only to the extent expressly provided herein):

(a)    all right, title and interest of the Issuing Entity in, to and under the Receivables listed on the Schedule of Receivables and all monies received thereon on and after the Cutoff Date or, with respect to any Substitute Receivables, the related Substitute Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer, covering any related Financed Vehicle;

(b)    the interest of the Issuing Entity in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto;

(c)    the interest of the Issuing Entity in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors;

(d)    the interest of the Issuing Entity in any proceeds from recourse against Dealers on the Receivables;

(e)    all right, title and interest of the Issuing Entity in, to and under the First Step Receivables Assignment;

(f)    all right, title and interest of the Issuing Entity in, to and under the Second Step Receivables Assignment;

(g)    all right, title and interest of the Issuing Entity in the Reserve Account, the Collection Account and the Note Distribution Account and in the Reserve Account Property and all funds on deposit in or other investment property credited to the Collection Account and the Note Distribution Account from time to time;

(h)    all right, title and interest of the Issuing Entity in, to and under the Trust Sale Agreement and any other Further Transfer Agreements, including all rights of the “Depositor” under the Pooling Agreement, the Servicing Agreement and the Custodian Agreement assigned to the Issuing Entity pursuant to the Trust Sale Agreement; and

(i)    all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind

and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”).

The foregoing Grant is made in trust to secure the Secured Obligations, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. This Indenture constitutes a security agreement under the UCC.

The foregoing Grant includes all rights, powers and options (but none of the obligations, if any) of the Issuing Entity under any agreement or instrument included in the Collateral, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Receivables included in the Collateral and all other monies payable under the Collateral, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Issuing Entity or otherwise and generally to do and receive anything that the Issuing Entity is or may be entitled to do or receive under or with respect to the Collateral.

The Indenture Trustee, as trustee on behalf of the Secured Parties and (only to the extent expressly provided herein) the Certificateholders, acknowledges such Grant and accepts the trusts under this Indenture in accordance with the provisions of this Indenture.

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1    Definitions. Certain capitalized terms used in this Indenture shall have the respective meanings assigned to them in Part I of Appendix A to the Servicing Agreement, dated as of the date hereof (as amended from time to time, the “Servicing Agreement”), among the Issuing Entity, Ally Auto Assets LLC and Ally Bank. All references in this Indenture to Articles, Sections, subsections and Exhibits are to the same contained in or attached to this Indenture unless otherwise specified. All terms defined in this Indenture shall have the defined meanings when used in any certificate, notice, Note or other document made or delivered pursuant hereto unless otherwise defined therein. The rules of construction set forth in Part II of Appendix A to the Servicing Agreement shall be applicable to this Indenture.

SECTION 1.2     Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, such provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

“Commission” means the Securities and Exchange Commission.

2

“indenture securities” means the Notes.

“indenture security holder” means a Noteholder.

“indenture to be qualified” means this Indenture.

“indenture trustee” means the Indenture Trustee.

“obligor” on the indenture securities means the Issuing Entity and any other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined by reference to another statute or defined by a Commission rule have the respective meanings assigned to them by such definitions.

ARTICLE II

THE NOTES

SECTION 2.1    Form.

(a)    Each of the Class A-1 Notes, together, with the Indenture Trustee’s certificate of authentication, shall be substantially in the form set forth in Exhibit C-1, each of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes together, in each case, with the Indenture Trustee’s certificate of authentication, shall be substantially in the form set forth in Exhibit C-2, each of the Class B Notes, together with the Indenture Trustee’s certificate of authentication, shall be substantially in the form set forth in Exhibit C-3, each of the Class C Notes, together with the Indenture Trustee’s certificate of authentication, shall be substantially in the form set forth in Exhibit C-4, and each of the Class D Notes, together with the Indenture Trustee’s certificate of authentication, shall be substantially in the form set forth in Exhibit C-5, in each case with such appropriate insertions, omissions, substitutions and other variations as are permitted or required by this Indenture and each such Note may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof with an appropriate reference thereto on the face of the Note.

(b)    The Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

(c)    The terms of each class of Notes as provided for in Exhibits C-1, C-2, C-3, C-4 and C-5 hereto are part of the terms of this Indenture.

SECTION 2.2    Execution, Authentication and Delivery.

(a)    Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination of $1,000 and in integral multiples thereof (except, if applicable, for one Note representing a residual portion of each class which may be issued in a different denomination).

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(b)    The Notes shall be executed on behalf of the Issuing Entity by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile.

(c)    Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity shall bind the Issuing Entity, notwithstanding that such individuals or any of them have ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes.

(d)    The Indenture Trustee, in exchange for the Grant of the Receivables and the other components of the Trust Estate, simultaneously with the Grant to the Indenture Trustee of the Receivables and the constructive delivery to the Indenture Trustee of the Receivables Files and the other assets and components of the Trust Estate, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amount of $1,053,230,000 comprised of (i) Class A-1 Notes in the aggregate principal amount of $270,000,000, (ii) Class A-2 Notes in the aggregate principal amount of $371,370,000, (iii) Class A-3 Notes in the aggregate principal amount of $271,370,000, (iv) Class A-4 Notes in the aggregate principal amount of $86,010,000, (v) Class B Notes in the aggregate principal amount of $22,220,000, (vi) Class C Notes in the aggregate principal amount of $18,510,000 and (vii) Class D Notes in the aggregate principal amount of $13,750,000. The aggregate principal amount of all Notes outstanding at any time may not exceed $1,053,230,000, except as provided in Section 2.5.

(e)    No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form set forth in Exhibit C-1, C-2, C-3, C-4 and C-5, as applicable, executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

SECTION 2.3    Temporary Notes.

(a)    Pending the preparation of Definitive Notes, if any, the Issuing Entity may execute, and upon receipt of an Issuing Entity Order the Indenture Trustee shall authenticate and deliver, such Temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the Definitive Notes in lieu of which they are issued and with such variations as are consistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes.

(b)    If Temporary Notes are issued, the Issuing Entity shall cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive Notes, the Temporary Notes shall be exchangeable for Definitive Notes upon surrender of the Temporary Notes at the Agency Office of the Issuing Entity to be maintained as provided in Section 3.2, without charge to the Noteholder. Upon surrender for cancellation of any one or more

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Temporary Notes, the Issuing Entity shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor a like principal amount of Definitive Notes of authorized denominations. Until so delivered in exchange, the Temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes.

SECTION 2.4    Registration of Notes; Registration of Transfer and Exchange of Notes.

(a)    The Issuing Entity shall cause to be kept the Note Register, comprising separate registers for each class of Notes, in which, subject to such reasonable regulations as the Issuing Entity may prescribe, the Issuing Entity shall provide for the registration of the Notes and the registration of transfers and exchanges of the Notes. The Indenture Trustee shall initially be the Note Registrar for the purpose of registering the Notes and transfers of the Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity shall promptly appoint a successor Note Registrar or, if it elects not to make such an appointment, assume the duties of the Note Registrar.

(b)    If a Person other than the Indenture Trustee is appointed by the Issuing Entity as Note Registrar, the Issuing Entity will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof. The Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Noteholders and the principal amounts and number of such Notes.

(c)    Upon surrender for registration of transfer of any Note at the Corporate Trust Office of the Indenture Trustee or the Agency Office of the Issuing Entity (and following the delivery, in the former case, of such Notes to the Issuing Entity by the Indenture Trustee), the Issuing Entity shall execute, the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes in any authorized denominations, of a like aggregate principal amount.

(d)    At the option of the Noteholder, Notes may be exchanged for other Notes of the same class in any authorized denominations, of a like aggregate principal amount; and upon surrender of such Notes to be exchanged at the Corporate Trust Office of the Indenture Trustee or the Agency Office of the Issuing Entity (and following the delivery, in the former case, of such Notes to the Issuing Entity by the Indenture Trustee), the Issuing Entity shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, such Notes which the Noteholder making the exchange is entitled to receive.

(e)    All Notes issued upon any registration of transfer or exchange of other Notes shall be the valid obligations of the Issuing Entity, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

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(f)    Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee and the Note Registrar duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in The City of New York or the city in which the Corporate Trust Office of the Indenture Trustee is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require.

(g)    No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity or Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Sections 2.3 or 9.6 not involving any transfer.

(h)    By acquiring a Class A Note, Class B Note, Class C Note or Class D Note, each purchaser and transferee shall be deemed to represent and warrant that either (i) it is not acquiring the Note with the plan assets of a Benefit Plan or other plan that is subject to any law that is substantially similar to Title I of ERISA or Section 4975 of the Code or (ii) the acquisition and holding of the Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any substantially similar applicable law.

(i)    The preceding provisions of this Section 2.4 notwithstanding, the Issuing Entity shall not be required to transfer or make exchanges, and the Note Registrar need not register transfers or exchanges, of Notes that (i) have been selected for redemption pursuant to Article X, if applicable, or (ii) are due for repayment within fifteen (15) days of submission to the Corporate Trust Office or the Agency Office.

(j)    (i) Sale, pledge or transfer of a Retained Note may be made to any Person. A Person other than the Depositor acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14; and (ii) no sale, pledge, or transfer of a Retained Note shall be made unless (A) counsel satisfactory to the Indenture Trustee and the Depositor has rendered an opinion to the effect that (1) such sale, pledge or transfer by the Depositor will not cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes and (2) such Note will be characterized as indebtedness for United States federal income tax purposes and (B) the Depositor shall have provided prior written approval;

provided, however, that the restrictions in this Section 2.4(j) shall not continue to apply in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an opinion, in connection with any prior sale, pledge or transfer by the Depositor of the Retained Certificates, to the effect that (x) such sale, pledge or transfer of the Retained Certificates will not cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes and (y) all Retained Notes (excluding for this purpose Retained Notes to the extent the Depositor or a person treated as the Depositor for federal income tax purposes owns Certificates) will be characterized as indebtedness for United States federal income tax purposes

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and provided further that the opinion required by clause (y) shall not be required if the Depositor sells, transfers, conveys or assigns such Retained Certificate to an Affiliate of the Depositor. Any attempted transfer in contravention of this Section 2.4(j) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note.

SECTION 2.5    Mutilated, Destroyed, Lost or Stolen Notes.

(a)    If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuing Entity and the Indenture Trustee harmless, then, in the absence of notice to the Issuing Entity, the Note Registrar or the Indenture Trustee that such Note has been acquired by a protected purchaser, the Issuing Entity shall execute and upon the Issuing Entity’s request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of a like class and aggregate principal amount; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven (7) days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuing Entity may make payment to the Holder of such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date, if applicable, without surrender thereof.

(b)    If, after the delivery of a replacement Note or payment in respect of a destroyed, lost or stolen Note pursuant to subsection (a), a protected purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuing Entity and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from (i) any Person to whom it was delivered, (ii) the Person taking such replacement Note from the Person to whom such replacement Note was delivered or (iii) any assignee of such Person, except a protected purchaser, and the Issuing Entity and the Indenture Trustee shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuing Entity or the Indenture Trustee in connection therewith.

(c)    In connection with the issuance of any replacement Note under this Section 2.5, the Issuing Entity may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including all fees and expenses of the Indenture Trustee) connected therewith.

(d)    Any duplicate Note issued pursuant to this Section 2.5 in replacement for any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuing Entity, whether or not the mutilated, destroyed, lost or stolen Note shall be found at any time or be enforced by any Person, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

(e)    The provisions of this Section 2.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

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SECTION 2.6    Persons Deemed Noteholders. Prior to due presentment for registration of transfer of any Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture Trustee may treat the Person in whose name any Note is registered (as of the day of determination) as the Noteholder for the purpose of receiving payments of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Issuing Entity, the Indenture Trustee nor any agent of the Issuing Entity or the Indenture Trustee shall be affected by notice to the contrary.

SECTION 2.7    Payment of Principal and Interest.

(a)    Interest on each class of Notes shall accrue in the manner set forth in Exhibit C-1, C-2, C-3, C-4 and C-5, as applicable for such class, at the applicable Interest Rate for such class and will be due and payable on each Distribution Date in accordance with the priorities set forth in Section 8.2(c). Any installment of interest payable on any Note shall be punctually paid or duly provided for by a deposit by or at the direction of the Issuing Entity into the Note Distribution Account on the applicable Distribution Date and shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the applicable Record Date, by check mailed first-class, postage prepaid to such Person’s address as it appears on the Note Register on such Record Date; provided, however, that, unless and until Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the applicable Record Date in the name of the Note Depository (initially, Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by the Note Depository; provided, further, that with respect to any Private Notes (other than Private Notes registered on the applicable Record Date in the name of the Note Depository), upon written request of the Holder thereof, payment shall be made by wire transfer of immediately available funds to the account designated by such Holder until further written notice from such Holder.

(b)    Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.2(a) that the Notes have become immediately due and payable, the principal of each class of Notes shall be payable in full on the Final Scheduled Distribution Date for such class and, to the extent of funds available therefor, in installments on the Distribution Dates (if any) preceding the Final Scheduled Distribution Date for such class, in the amounts and in accordance with the priorities set forth in Section 8.2(c)(ii) or Section 8.2(c)(iii), as applicable. All principal payments on each class of Notes on any Distribution Date shall be made pro rata to the Noteholders of such class entitled thereto. Any installment of principal payable on any Note shall be punctually paid or duly provided for by a deposit by or at the direction of the Issuing Entity into the Note Distribution Account on the applicable Distribution Date and shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the applicable Record Date, by check mailed first-class, postage prepaid to such Person’s address as it appears on the Note Register on such Record Date; provided, however, that, (A) unless and until Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the Note Depository, payment shall be made by wire transfer in immediately available funds to the account designated by the Note Depository and (B) with respect to any Private Notes (other than Private Notes registered on the applicable Record Date in the name of the Note Depository), upon written request of the Holder thereof, payment shall

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be made by wire transfer of immediately available funds to the account designated by such Holder until further written notice from such Holder, in each case, except for: (i) the final installment of principal on any Note; and (ii) the Redemption Price for the Notes redeemed pursuant to Section 10.1, which, in each case, shall be payable as provided herein. The funds represented by any such checks in respect of interest or principal returned undelivered shall be held in accordance with Section 3.3.

(c)    From and after the occurrence of an Event of Default and a declaration in accordance with Section 5.2(a) that the Notes have become immediately due and payable, until such time as all Events of Default have been cured or waived as provided in Section 5.2(b), all interest and principal payments shall be allocated:

(i)    first, an amount equal to the Aggregate Class A Interest Distributable Amount for payment of interest on the Class A Notes;

(ii)    second, an amount equal to the Note Principal Balance of the Class A Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date) for payment of principal on the Class A Notes, sequentially by class, as follows:

(A)    to the Class A-1 Notes, until the Outstanding Amount of the Class A-1 Notes is reduced to zero;

(B)    to the Class A-2 Notes, until the Outstanding Amount of the Class A-2 Notes is reduced to zero;

(C)    to the Class A-3 Notes, until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and

(D)    to the Class A-4 Notes, until the Outstanding Amount of the Class A-4 Notes is reduced to zero;

(iii)    third, an amount equal to the Aggregate Class B Interest Distributable Amount for payment of interest on the Class B Notes;

(iv)    fourth, an amount equal to the Note Principal Balance of the Class B Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date) for payment of principal on the Class B Notes;

(v)    fifth, an amount equal to the Aggregate Class C Interest Distributable Amount for payment of interest on the Class C Notes;

(vi)    sixth, an amount equal to the Note Principal Balance of the Class C Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date) for payment of principal on the Class C Notes;

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(vii)    seventh, an amount equal to the Aggregate Class D Interest Distributable Amount for payment of interest on the Class D Notes; and

(viii)    eighth, an amount equal to the Note Principal Balance of the Class D Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date) for payment of principal on the Class D Notes.

(d)    With respect to any Distribution Date on which the final installment of principal and interest on a class of Notes is to be paid, the Indenture Trustee on behalf of the Issuing Entity shall notify each Noteholder of record of such class as of the Record Date for such Distribution Date of the fact that the final installment of principal of and interest on such Note is to be paid on such Distribution Date. With respect to any such class of Notes (other than in the case of redemption pursuant to Section 10.2(a)), such notice shall be sent (i) on such Record Date by facsimile, if Book-Entry Notes are outstanding; or (ii) not later than three (3) Business Days after such Record Date in accordance with Section 11.5(a) if Definitive Notes are outstanding, and shall specify that such final installment shall be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment and the manner in which such payment shall be made. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.2. Within sixty (60) days of the surrender pursuant to this Section 2.7(d) or cancellation pursuant to Section 2.8 of all of the Notes of a particular class, the Indenture Trustee if requested shall provide to the Depositor, who shall promptly deliver to each of the Rating Agencies, written notice stating that all Notes of such class have been surrendered or canceled.

SECTION 2.8    Cancellation of Notes. All Notes surrendered for payment, redemption, exchange or registration of transfer shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly canceled by the Indenture Trustee. The Issuing Entity may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuing Entity may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section 2.8, except as expressly permitted by this Indenture. All canceled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuing Entity shall direct by an Issuing Entity Order that they be destroyed or returned to it; provided, however, that such Issuing Entity Order is timely and the Notes have not been previously disposed of by the Indenture Trustee. The Indenture Trustee shall certify to the Issuing Entity upon request that surrendered Notes have been duly canceled and retained or destroyed, as the case may be.

SECTION 2.9    Release of Collateral. The Indenture Trustee shall not release property from the Lien of this Indenture other than as permitted by Sections 3.21, 8.2, 8.4 and 11.1, and otherwise only upon receipt of an Issuing Entity Request accompanied by an Officer’s Certificate, an Opinion of Counsel (to the extent required by the TIA) and Independent Certificates in accordance with TIA §§314(c) and 314(d)(1).

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SECTION 2.10    Book-Entry Notes. The Notes, upon original issuance, shall be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, as the initial Clearing Agency, or its custodian, by or on behalf of the Issuing Entity, or in the case of the Ally Group Notes, at the Depositor’s option, as Definitive Notes delivered to the Depositor or its representative. Such Note or Notes shall be registered on the Note Register in the name of the Note Depository, and no Note Owner shall receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until the Definitive Notes have been issued to Note Owners pursuant to Section 2.12:

(a)    the provisions of this Section 2.10 shall be in full force and effect;

(b)    the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on such Notes and the giving of instructions or directions hereunder) as the sole Holder of such Notes and shall have no obligation to the Note Owners;

(c)    to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;

(d)    the rights of the Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency shall make book-entry transfers between the Clearing Agency Participants and receive and transmit payments of principal of and interest on such Notes to such Clearing Agency Participants, pursuant to the Note Depository Agreement; and

(e)    whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling Class, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has (i) received instructions to such effect from Note Owners or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes; and (ii) delivered such instructions to the Indenture Trustee.

SECTION 2.11    Notices to Clearing Agency. Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.12, the Indenture Trustee shall give all such notices and communications specified herein to be given to Noteholders to the Clearing Agency and shall have no other obligation to the Note Owners.

SECTION 2.12    Definitive Notes. If (i) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Issuing Entity is unable to locate a qualified successor; (ii) the Administrator, at its option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency; or (iii) after the

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occurrence of an Event of Default or a Servicer Default, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Controlling Class advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuing Entity shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

SECTION 2.13    Depositor as Noteholder. The Depositor in its individual or any other capacity may become the owner or pledgee of Notes of any class and may otherwise deal with the Issuing Entity or its affiliates with the same rights it would have if it were not the Depositor.

SECTION 2.14    Tax Treatment.

(a)    The Depositor and the Indenture Trustee, by entering into this Indenture, and the Noteholders, by acquiring any Note or interest therein (except a Note or interest therein acquired by the Depositor or other person considered for federal income tax purposes the issuer of such Note), (i) express their intention that the Notes qualify under applicable tax law as indebtedness secured by the Collateral, and (ii) unless otherwise required by appropriate taxing authorities, agree to treat the Notes as indebtedness secured by the Collateral for the purpose of federal income taxes (to the extent the Notes are treated as beneficially owned by a person other than Ally Bank or its affiliates), State and local income and franchise taxes, and any other taxes imposed upon, measured by or based upon gross or net income.

(b)    Each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information.

(c)    Each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, agrees that the Indenture Trustee or any Paying Agent on behalf of the Issuing Entity has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in a Note that fails to comply with the requirements of Section 2.14(b).

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SECTION 2.15    Special Terms Applicable to the Private Notes.

(a)    None of the Private Notes have been or will be registered under the Securities Act or the securities laws of any other jurisdiction. Consequently, the Private Notes are not transferable other than pursuant to an exemption from the registration requirements of the Securities Act, or pursuant to an effective registration statement under the Securities Act, and satisfaction of certain other provisions specified herein.

(b)    Except in a sale, pledge or other transfer of the Private Notes to the Depositor or an Affiliate of the Depositor or pursuant to Section 2.15(a), no sale, pledge or other transfer of the Private Notes or an interest in the Private Notes may be made by any person other than to a person who the transferor reasonably believes is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act (“Rule 144A”) and is purchasing for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are QIBs) and is aware that the sale to it is being made in reliance on Rule 144A.

(c)    Each Private Note shall bear a legend to the effect set forth in subsection (b) above.

(d)    The Ally Group Notes shall initially be issued as Definitive Notes at the Depositor’s option. Upon the subsequent request of the Depositor, the Ally Group Notes shall be issued as Book-Entry Notes, to be delivered to The Depository Trust Company. The Ally Group Notes may only be transferred to the extent permitted by Section 12.2(c).

ARTICLE III

COVENANTS

SECTION 3.1    Payment of Principal and Interest. The Issuing Entity shall duly and punctually pay the principal of and interest on the Notes in accordance with the terms of the Notes and this Indenture. On each Distribution Date and on the Redemption Date (if applicable), the Issuing Entity shall cause amounts on deposit in the Note Distribution Account to be distributed to the Noteholders in accordance with Sections 2.7 and 8.2, less amounts properly withheld under the Code (and applicable provisions of State, local or non-U.S. tax law) by any Person from a payment to any Noteholder of interest or principal. Any amounts so withheld shall be considered as having been paid by the Issuing Entity to such Noteholder for all purposes of this Indenture.

SECTION 3.2    Maintenance of Agency Office. As long as any of the Notes remains outstanding, the Issuing Entity shall maintain in the Borough of Manhattan, The City of New York, an office (the “Agency Office”), being an office or agency where Notes may be surrendered to the Issuing Entity for registration of transfer or exchange, and where notices and demands to or upon the Issuing Entity in respect of the Notes and this Indenture may be served. The Issuing Entity hereby initially appoints the Indenture Trustee to serve as its agent for the foregoing purposes. The Issuing Entity shall give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of the Agency Office. If at any time the Issuing Entity shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office of the Indenture Trustee, and the Issuing Entity hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands.

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SECTION 3.3    Money for Payments To Be Held in Trust.

(a)    As provided in Sections 8.2(a) and 8.2(b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Note Distribution Account pursuant to Section 8.2(c) shall be made on behalf of the Issuing Entity by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Note Distribution Account for payments of Notes shall be paid over to the Issuing Entity except as provided in this Section 3.3.

(b)    On or before each Distribution Date or the Redemption Date (if applicable), the Issuing Entity shall deposit or cause to be deposited in the Note Distribution Account pursuant to Section 4.06 of the Servicing Agreement an aggregate sum sufficient to pay the amounts then becoming due with respect to the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto.

(c)    The Issuing Entity shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.3, that such Paying Agent shall:

(i)    hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(ii)    give the Indenture Trustee notice of any default by the Issuing Entity (or any other obligor upon the Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the Notes;

(iii)    at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent;

(iv)    immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Paying Agent in effect at the time of determination; and

(v)    comply with all requirements of the Code (and applicable provisions of State, local or non-U.S. tax law) with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

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(d)    The Issuing Entity may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuing Entity Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money.

(e)    Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for one year after such amount has become due and payable shall be discharged from such trust and be paid to the Issuing Entity on Issuing Entity Request; and the Holder of such Note shall thereafter, as a general unsecured creditor, look only to the Issuing Entity for payment thereof (but only to the extent of the amounts so paid to the Issuing Entity), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such payment, may at the expense of the Issuing Entity cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining shall be paid to the Issuing Entity. The Indenture Trustee may also adopt and employ, at the expense of the Issuing Entity, any other reasonable means of notification of such payment (including, but not limited to, mailing notice of such payment to Holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in monies due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

SECTION 3.4    Existence. The Issuing Entity shall keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor Issuing Entity hereunder is or becomes, organized under the laws of any other State or of the United States of America, in which case the Issuing Entity shall keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and shall 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 Indenture, the Notes, the Collateral and each other instrument or agreement included in the Trust Estate.

SECTION 3.5    Protection of Trust Estate; Acknowledgment of Pledge.

(a)    The Issuing Entity shall from time to time execute and deliver all such supplements and amendments hereto and authorize or execute, as applicable, and prepare, deliver and file all such financing statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action necessary or advisable to:

(i)    maintain or preserve the Lien (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof, including by making the necessary filings of financing statements or amendments thereto within sixty (60) days after the occurrence

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of any of the following and by promptly notifying the Indenture Trustee of any such filings: (A) any change in the Issuing Entity’s true legal name or any of its trade names, (B) any change in the location of the Issuing Entity’s principal place of business, (C) any merger or consolidation or other change in the Issuing Entity’s identity or organizational structure or jurisdiction of organization in which the Issuing Entity is located for purposes of the UCC and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC;

(ii)    perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture and the priority thereof;

(iii)    enforce the rights of the Indenture Trustee and the Noteholders in any of the Collateral; or

(iv)    preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and the Secured Parties in such Trust Estate against the claims of all persons and parties,

and the Issuing Entity hereby designates the Indenture Trustee its agent and attorney-in-fact to authorize or execute any financing statement, continuation statement or other instrument required by the Indenture Trustee pursuant to this Section 3.5.

(b)    The Indenture Trustee acknowledges the pledge by the Issuing Entity to the Indenture Trustee, pursuant to the Granting Clause of this Indenture, of all the Issuing Entity’s right, title and interest in and to the Reserve Account Property in order to provide for the payment to the Securityholders and the Servicer in accordance with Sections 4.06(c) and 4.06(d) of the Servicing Agreement, to assure availability of the amounts maintained in the Reserve Account for the benefit of the Securityholders and the Servicer.

(c)    The Issuing Entity hereby authorizes the Indenture Trustee to file all financing statements naming the Issuing Entity as debtor that are necessary or advisable to perfect, make effective or continue the lien and security interest of this Indenture, and authorizes the Indenture Trustee to take any such action without its signature, it being understood that the Indenture Trustee has no obligation to effect any filings of financing or continuation statements.

SECTION 3.6    Opinions as to Trust Estate.

(a)    On the Closing Date, the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective.

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(b)    On or before March 15 (and, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning March 15, 2018, the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indenture. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien of this Indenture until March 15 in the following calendar year.

SECTION 3.7    Performance of Obligations; Servicing of Receivables.

(a)    The Issuing Entity shall not take any action and shall use all reasonable efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as otherwise expressly provided in this Indenture, the Servicing Agreement, the Trust Sale Agreement, the Pooling Agreement, the Administration Agreement or such other instrument or agreement.

(b)    The Issuing Entity may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in the Basic Documents or an Officer’s Certificate of the Issuing Entity shall be deemed to be action taken by the Issuing Entity. Initially, the Issuing Entity has contracted with the Servicer and the Administrator to assist the Issuing Entity in performing its duties under this Indenture.

(c)    The Issuing Entity shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Basic Documents and in the instruments and agreements included in the Trust Estate, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture, the Trust Sale Agreement, the Servicing Agreement and the Pooling Agreement in accordance with and within the time periods provided for herein and therein.

(d)    If the Issuing Entity shall have knowledge of the occurrence of a Servicer Default under the Servicing Agreement, the Issuing Entity shall promptly notify the Indenture Trustee and the Rating Agencies, and shall specify in such notice the response or action, if any, the Issuing Entity has taken or is taking with respect of such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Receivables, the Issuing Entity and the Indenture Trustee shall take all reasonable steps available to them pursuant to the Servicing Agreement to remedy such failure.

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(e)    Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuing Entity agrees that, except as permitted by the Basic Documents, it shall not, without the prior written consent of the Indenture Trustee or acting at the direction of the Holders of at least a majority in Outstanding Amount of the Controlling Class, as applicable in accordance with the terms of this Indenture, (i) amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral or any of the Basic Documents, or (ii) waive timely performance or observance by the Servicer under the Servicing Agreement, the Depositor under the Servicing Agreement, the Trust Sale Agreement, the Custodian Agreement or the Pooling Agreement, the Administrator under the Administration Agreement or the Seller under the Pooling Agreement.

SECTION 3.8    Negative Covenants. So long as any Notes are Outstanding, the Issuing Entity shall not:

(a)    sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing Entity, except as permitted in Section 3.10(b) and except the Issuing Entity may cause the Servicer to (i) collect, liquidate, sell or otherwise dispose of Receivables (including Warranty Receivables, Administrative Receivables and Liquidating Receivables), (ii) make cash payments out of the Designated Accounts and the Certificate Distribution Account and (iii) take other actions, in each case as permitted by the Basic Documents;

(b)    claim any credit on, or make any deduction from the principal or interest payable in respect of the Notes (other than amounts properly withheld from such payments under the Code or applicable provision of State, local or non-U.S. tax law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate;

(c)    voluntarily commence any insolvency, readjustment of debt, marshaling of assets and liabilities or other proceeding, or apply for an order by a court or agency or supervisory authority for the winding-up or liquidation of its affairs or any other event specified in Section 5.1(f); or

(d)    either (i) permit the validity or effectiveness of this Indenture or any other Basic Document to be impaired, or permit the Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on a Financed Vehicle and arising solely as a result of an action or omission of the related Obligor), or (iii) permit the Lien of this Indenture not to constitute a valid first priority security interest in the Trust Estate (other than with respect to any such tax, mechanics’ or other lien).

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SECTION 3.9    Annual Statement as to Compliance. The Issuing Entity shall deliver to the Indenture Trustee on or before March 15 (and, if such date is not a Business Day, the next succeeding Business Day) of each year, beginning March 15, 2018, an Officer’s Certificate signed by an Authorized Officer, dated as of December 31 of the immediately preceding year, in each case stating that:

(a)    a review of the activities of the Issuing Entity during the preceding 12-month period (or, with respect to the first such Officer’s Certificate, such period as shall have elapsed since the Closing Date) and of performance under this Indenture has been made under such Authorized Officer’s supervision; and

(b)    to the best of such Authorized Officer’s knowledge, based on such review, the Issuing Entity has fulfilled all of its obligations under this Indenture throughout such period, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such Authorized Officer and the nature and status thereof. A copy of such certificate may be obtained by any Noteholder by a request in writing to the Issuing Entity addressed to the Corporate Trust Office of the Indenture Trustee.

SECTION 3.10    Consolidation, Merger, etc., of Issuing Entity; Disposition of Trust Assets.

(a)    The Issuing Entity shall not consolidate or merge with or into any other Person, unless:

(i)    the Person (if other than the Issuing Entity) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America, or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and timely payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuing Entity to be performed or observed, all as provided herein;

(ii)    immediately after giving effect to such merger or consolidation, no Default or Event of Default shall have occurred and be continuing;

(iii)    the Rating Agency Condition shall have been satisfied with respect to such transaction and such Person;

(iv)    any action as is necessary to maintain the Lien created by this Indenture shall have been taken; and

(v)    the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel addressed to the Issuing Entity, each stating:

(A)    that such consolidation or merger and such supplemental indenture comply with this Section 3.10;

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(B)    that such consolidation or merger and such supplemental indenture shall have no material adverse tax consequence to the Issuing Entity or any Financial Party; and

(C)    that all conditions precedent herein provided for in this Section 3.10 have been complied with, which shall include any filing required by the Exchange Act.

(b)    Except as otherwise expressly permitted by this Indenture or the other Basic Documents, the Issuing Entity shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets, including those included in the Trust Estate, to any Person, unless:

(i)    the Person that acquires such properties or assets of the Issuing Entity (1) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State and (2) by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee:

(A)    expressly assumes the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuing Entity to be performed or observed, all as provided herein;

(B)    expressly agrees that all right, title and interest so sold, conveyed, exchanged, transferred or otherwise disposed of shall be subject and subordinate to the rights of the Secured Parties;

(C)    unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuing Entity against and from any loss, liability or expense arising under or related to this Indenture and the Notes; and

(D)    expressly agrees that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes;

(ii)    immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(iii)    the Rating Agency Condition shall have been satisfied with respect to such transaction and such Person;

(iv)    any action as is necessary to maintain the Lien created by this Indenture shall have been taken; and

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(v)    the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel addressed to the Issuing Entity, each stating that:

(A)    such sale, conveyance, exchange, transfer or disposition and such supplemental indenture comply with this Section 3.10;

(B)    such sale, conveyance, exchange, transfer or disposition and such supplemental indenture have no material adverse tax consequence to the Trust or to any Financial Parties; and

(C)    all conditions precedent herein provided for in this Section 3.10 have been complied with, which shall include any filing required by the Exchange Act.

SECTION 3.11    Successor or Transferee.

(a)    Upon any consolidation or merger of the Issuing Entity in accordance with Section 3.10(a), the Person formed by or surviving such consolidation or merger (if other than the Issuing Entity) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuing Entity under this Indenture and the other Basic Documents with the same effect as if such Person had been named as the Issuing Entity herein.

(b)    Upon a conveyance or transfer of substantially all the assets and properties of the Issuing Entity pursuant to Section 3.10(b), the Issuing Entity shall be released from every covenant and agreement of this Indenture and the other Basic Documents to be observed or performed on the part of the Issuing Entity with respect to the Notes immediately upon the delivery of written notice to the Indenture Trustee from the Person acquiring such assets and properties stating that the Issuing Entity is to be so released.

SECTION 3.12    No Other Business. The Issuing Entity shall not engage in any business or activity other than acquiring, holding and managing the Collateral and the proceeds therefrom in the manner contemplated by the Basic Documents, issuing the Notes and the Certificates, making payments on the Notes and the Certificates and such other activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto, as set forth in Section 2.3 of the Trust Agreement.

SECTION 3.13    No Borrowing. The Issuing Entity shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness for money borrowed other than indebtedness for money borrowed in respect of the Notes or otherwise in accordance with the Basic Documents.

SECTION 3.14    Guarantees, Loans, Advances and Other Liabilities. Except as contemplated by this Indenture or the other Basic Documents, the Issuing Entity shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.

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SECTION 3.15    Servicer’s Obligations. The Issuing Entity shall use its best efforts to cause the Servicer to comply with its obligations under Sections 2.09, 4.01 and 4.02 of the Servicing Agreement.

SECTION 3.16    Capital Expenditures. The Issuing Entity shall not make any expenditure (whether by long-term or operating lease or otherwise) for capital assets (either real, personal or intangible property) other than the purchase of the Receivables and other property and rights from the Depositor pursuant to the Trust Sale Agreement.

SECTION 3.17    Removal of Administrator. So long as any Notes are Outstanding, the Issuing Entity shall not remove the Administrator without cause unless the Rating Agency Condition shall have been satisfied in connection with such removal.

SECTION 3.18    Restricted Payments. Except for payments of principal or interest on or redemption of the Notes, so long as any Notes are Outstanding, the Issuing Entity shall not, directly or indirectly:

(a)    pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuing Entity or otherwise, in each case with respect to any ownership or equity interest or similar security in or of the Issuing Entity or to the Servicer;

(b)    redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or similar security; or

(c)    set aside or otherwise segregate any amounts for any such purpose;

provided, however, that the Issuing Entity may make, or cause to be made, distributions to the Servicer, the Depositor, the Indenture Trustee, the Owner Trustee, and the Financial Parties as permitted by, and to the extent funds are available for such purpose under, the Servicing Agreement, the Trust Agreement or the other Basic Documents. The Issuing Entity shall not, directly or indirectly, make payments to or distributions from the Collection Account except in accordance with the Basic Documents.

SECTION 3.19    Notice of Events of Default. The Issuing Entity agrees to give the Indenture Trustee and the Rating Agencies prompt written notice of each Event of Default hereunder, each Servicer Default, each default on the part of the Depositor of its obligations under the Trust Sale Agreement, each default on the part of the Seller under the Pooling Agreement and each default on the part of the Issuing Entity under Article XII.

SECTION 3.20    Further Instruments and Acts. Upon request of the Indenture Trustee, the Issuing Entity shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

SECTION 3.21    Indenture Trustee’s Assignment of Administrative Receivables and Warranty Receivables. Upon receipt of the Administrative Purchase Payment, the Warranty

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Payment or the Liquidation Proceeds with respect to an Administrative Receivable, a Warranty Receivable or a Liquidating Receivable, as the case may be, the Servicer, the Warranty Purchaser or the purchaser and assignee of the Liquidating Receivable, as applicable, shall thereupon own such purchased or repurchased Receivable, all monies due thereon, the security interest in the related Financed Vehicle, proceeds from any Insurance Policies, proceeds from recourse against the Dealer on such Receivable and the interests in certain rebates of premiums and other amounts relating to the Insurance Policies and any documents relating thereto. Any such Administrative Receivable, Warranty Receivable or Liquidating Receivable shall be deemed to be automatically released from the Lien of this Indenture without any action being taken by the Indenture Trustee upon payment of the Administrative Purchase Payment or Warranty Payment or upon receipt of the Liquidation Proceeds, as applicable, and the Servicer, Warranty Purchaser, or purchaser or assignee of the Liquidating Receivable, as applicable, shall own such Administrative Receivable, Warranty Receivable, or Liquidating Receivable, as applicable, and all such security and documents, free of any further obligation to the Issuing Entity, the Indenture Trustee, the Noteholders or the Certificateholders with respect thereto. If in any enforcement suit or legal proceeding it is held that the Servicer or other purchaser of an Administrative Receivable, Warranty Receivable or Liquidating Receivable may not enforce a Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Receivable, the Indenture Trustee shall, at the Servicer’s, Warranty Purchaser’s or such other purchaser’s or assignee’s expense, as applicable, take such steps as the Servicer, Warranty Purchaser or such other purchaser or assignee deems necessary to enforce the Receivable, including bringing suit in the Indenture Trustee’s name or the names of the Noteholders or, pursuant to Section 4.4, the Certificateholders.

SECTION 3.22    Representations and Warranties by the Issuing Entity to the Indenture Trustee. The Issuing Entity hereby represents and warrants to the Indenture Trustee as follows:

(a)    Good Title. No Receivable has been sold, transferred, assigned or pledged by the Issuing Entity to any Person other than the Indenture Trustee; immediately prior to the conveyance of the Receivables pursuant to this Indenture, the Issuing Entity had good and marketable title thereto, free of any Lien; and, upon execution and delivery of this Indenture by the Issuing Entity, the Indenture Trustee shall have a Lien on all of the right, title and interest of the Issuing Entity in, to and under the Receivables, the unpaid indebtedness evidenced thereby and the collateral security therefor, and such right, title and interest are free of any Lien other than the Lien of this Indenture;

(b)    All Filings Made. All filings (including UCC filings) necessary in any jurisdiction to give the Indenture Trustee a first priority perfected security interest in the Receivables shall have been made; and

(c)    Additional Representations and Warranties. The additional representations and warranties regarding creation, perfection and priority of security interests in the Receivables, which are attached to this Indenture as Appendix A, are true and correct to the extent they are applicable.

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ARTICLE IV

SATISFACTION AND DISCHARGE

SECTION 4.1    Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to: (i) rights of registration of transfer and exchange; (ii) substitution of mutilated, destroyed, lost or stolen Notes; (iii) rights of Noteholders to receive payments of principal thereof and interest thereon; (iv) Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12, 3.13, 3.19, 3.21 and 11.16; (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Sections 4.2 and 4.4); and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing Entity, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, if:

(a)    either:

(i)    all Notes theretofore authenticated and delivered (other than (A) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.5 and (B) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or

(ii)    all Notes not theretofore delivered to the Indenture Trustee for cancellation:

(A)    have become due and payable,

(B)    will be due and payable on their respective Final Scheduled Distribution Dates within one year, or

(C)    are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity or such Notes have been redeemed in accordance with Section 10.1,

and the Issuing Entity, in the case of clauses (A), (B) or (C) of subsection 4.1(a)(ii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire unpaid principal and accrued interest on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on the Final Scheduled Distribution Date for such Notes or the Redemption Date for such Notes (if such Notes have been called for redemption pursuant to Section 10.1), as the case may be; and

(b)    the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate of the Issuing Entity, an Opinion of Counsel and (if required by the TIA or the

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Indenture Trustee to the extent the Notes are not paid in full) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and each stating that all conditions precedent set forth in this Section 4.1 relating to the satisfaction and discharge of this Indenture have been complied with. The Indenture Trustee shall provide confirmation to the Issuing Entity that the Noteholders have been paid in full.

SECTION 4.2     Application of Trust Money. All monies deposited with the Indenture Trustee pursuant to Section 4.1 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent, as the Indenture Trustee may determine, to the Holders of the particular Notes for the payment or redemption of which such monies have been deposited with the Indenture Trustee, of all sums due and to become due thereon for principal and interest and to payment of any other Secured Party of all sums, if any, due or to become due to any other Secured Party under and in accordance with this Indenture; but such monies need not be segregated from other funds except to the extent required herein, in the Servicing Agreement, or as required by law.

SECTION 4.3     Repayment of Monies Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all monies then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to such Notes shall, upon demand of the Issuing Entity, be paid to the Indenture Trustee to be held and applied according to Section 3.3 and thereupon such Paying Agent shall be released from all further liability with respect to such monies.

SECTION 4.4     Duration of Position of Indenture Trustee; Survival of Article XII. Following the payment in full of all principal and interest due to the Noteholders under the terms of the Notes and the cancellation of the Notes, until such time as all distributions due to the Certificateholders have been paid:

(a)    the Indenture Trustee shall continue to act in the capacity as Indenture Trustee hereunder for the benefit of the Certificateholders, for purposes of compliance with, and the Indenture Trustee shall comply with, its obligations under Sections 5.01(a), 7.02 and 7.03 of the Servicing Agreement, and under Article XII, as appropriate;

(b)    the provisions of Article XII shall continue in effect; and

(c)    the Indenture Trustee in such capacity shall continue to have the rights, benefits and immunities set forth in Article VI hereof.

ARTICLE V

DEFAULT AND REMEDIES

SECTION 5.1    Events of Default. For the purposes of this Indenture, “Event of Default” wherever used herein, means any one of the following events:

(a)    failure to pay the full Note Class Interest Distributable Amount to the Controlling Class on any Distribution Date, and such default shall continue for a period of five (5) days; or

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(b)    except as set forth in Section 5.1(c), failure to pay any installment of the principal of any Note as and when the same becomes due and payable pursuant to Section 4.06(c) of the Servicing Agreement, and such default continues unremedied for a period of thirty (30) days after there shall have been given, by registered or certified mail, to the Servicer by the Indenture Trustee or to the Servicer and the Indenture Trustee by the Holders of not less than 25% of the Outstanding Amount of the Controlling Class, a written notice specifying such default and demanding that it be remedied and stating that such notice is a “Notice of Default” hereunder; or

(c)    failure to pay in full the outstanding principal balance of any class of Notes by the Final Scheduled Distribution Date for such class; or

(d)    default in the observance or performance in any material respect of any covenant or agreement of the Issuing Entity made in this Indenture (other than (i) a covenant or agreement, a default in the observance or performance of which is elsewhere specifically dealt with in this Section 5.1 or (ii) Section 12.2) which failure materially and adversely affects the rights of the Noteholders, and such default shall continue or not be cured, for a period of thirty (30) days after there shall have been given, by registered or certified mail, to the Issuing Entity and the Depositor (or the Servicer, as applicable) by the Indenture Trustee or to the Issuing Entity and the Depositor (or the Servicer, as applicable) and the Indenture Trustee by the Holders of at least 25% of the Outstanding Amount of the Controlling Class, a written notice specifying such default, demanding that it be remedied and stating that such notice is a “Notice of Default” hereunder; or

(e)    the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuing Entity or any substantial part of the Trust Estate 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 of the Issuing Entity or for any substantial part of the Trust Estate, or ordering the winding-up or liquidation of the Issuing Entity’s affairs, and such decree or order shall remain unstayed and in effect for a period of ninety (90) consecutive days; or

(f)    the commencement by the Issuing Entity 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 the Issuing Entity to the entry of an order for relief in an involuntary case under any such law, or the consent by the Issuing Entity to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuing Entity or for any substantial part of the Trust Estate, or the making by the Issuing Entity of any general assignment for the benefit of creditors, or the failure by the Issuing Entity generally to pay its debts as such debts become due, or the taking of action by the Issuing Entity in furtherance of any of the foregoing.

The Issuing Entity shall deliver to the Indenture Trustee, within five (5) Business Days after learning of the occurrence thereof, written notice in the form of an Officer’s Certificate of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(d), its status and what action the Issuing Entity is taking or proposes to take with respect thereto.

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SECTION 5.2     Acceleration of Maturity; Rescission and Annulment.

(a)    If an Event of Default should occur and be continuing, then and in every such case, unless the principal amount of the Notes shall have already become due and payable, either the Indenture Trustee or the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuing Entity (and to the Indenture Trustee if given by the Noteholders) setting forth the Event or Events of Default, and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable.

(b)    At any time after such declaration of acceleration of maturity of the Notes has been made and before a judgment or decree for payment of the money due thereunder has been obtained by the Indenture Trustee as hereinafter provided in this Article V, the Holders of Notes representing a majority of the Outstanding Amount of the Controlling Class, by written notice to the Issuing Entity and the Indenture Trustee, may waive all Defaults set forth in the notice delivered pursuant to Section 5.2(a), and rescind and annul such declaration and its consequences; provided, that no such rescission and annulment shall extend to or affect any other Default or impair any right consequent thereto; and provided further, that if the Indenture Trustee shall have proceeded to enforce any right under this Indenture and such Proceedings shall have been discontinued or abandoned because of such rescission and annulment or for any other reason, or such Proceedings shall have been determined adversely to the Indenture Trustee, then and in every such case, the Indenture Trustee, the Issuing Entity and the Noteholders, as the case may be, shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Indenture Trustee, the Issuing Entity and the Noteholders, as the case may be, shall continue as though no such Proceedings had been commenced.

SECTION 5.3     Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.

(a)    The Issuing Entity covenants that if an Event of Default occurs and such Event of Default has not been waived pursuant to Section 5.12 (or rescinded pursuant to Section 5.2(b)), the Issuing Entity shall, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the ratable benefit of the Noteholders in accordance with their respective outstanding principal amounts, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, at the rate borne by the Notes and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.

(b)    If the Issuing Entity shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, may enforce the same against the Issuing Entity or other obligor upon such Notes and may collect in the manner provided by law out of the property of the Issuing Entity or other obligor upon such Notes, wherever situated, the monies adjudged or decreed to be payable.

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(c)    If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by applicable law.

(d)    If there shall be pending, relative to the Issuing Entity or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or other similar law, or if a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuing Entity or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuing Entity or other obligor upon the Notes, or to the creditors or property of the Issuing Entity or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

(i)    to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;

(ii)    unless prohibited by applicable law and regulations, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;

(iii)    to collect and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and

(iv)    to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Holders of Notes allowed in any judicial proceedings relative to the Issuing Entity, its creditors and its property;

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and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee for application in accordance with the priorities set forth in the Basic Documents, and, if the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor trustee except as a result of negligence or bad faith.

(e)    Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

(f)    All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the benefit of the Secured Parties in accordance with the priorities set forth in the Basic Documents.

(g)    In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

SECTION 5.4    Remedies; Priorities.

(a)    If an Event of Default shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a), the Indenture Trustee may do one or more of the following (subject to Sections 5.3 and 5.5):

(i)    institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then due and payable on the Notes or under this Indenture with respect thereto, whether by declaration of acceleration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity and any other obligor upon such Notes monies adjudged due;

(ii)    institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate;

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(iii)    exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and

(iv)    sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law or elect to have the Issuing Entity maintain possession of the Receivables and continue to apply collections on such Receivables as if there had been no declaration of acceleration;

provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default and acceleration of the Notes, unless (i) (A) the Holders of all of the aggregate Outstanding Amount of the Notes consent thereto or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full the principal of and the accrued interest on the Notes, at the date of such sale or liquidation or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as and when they would have become due if the Notes had not been declared due and payable, and (z) the Indenture Trustee obtains the consent of Holders of 66 2/3% of the Outstanding Amount of the Controlling Class and (ii) ten (10) days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior thereto. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose;

provided, however, that prior to the exercise of the right to sell all or any portion of the Trust Estate as provided herein, the Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to the Depositor and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Trust Estate (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Trust Estate, the portion of the Trust Estate to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Depositor).

(b)    If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:

FIRST: to the Indenture Trustee for amounts due under Section 6.7, then to the Owner Trustee for amounts due to the Owner Trustee (not including amounts due for payments to the Certificateholders) under the Trust Agreement or the Servicing Agreement and then to the Asset Representations Reviewer for amounts due to the Asset Representations Reviewer under the Asset Representations Review Agreement and then to the Administrator for amounts due to the Administrator under the Administration Agreement; and

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SECOND: to the Collection Account, for distribution pursuant to Sections 8.01(b) and 8.01(e) of the Servicing Agreement.

SECTION 5.5    Optional Preservation of the Receivables. If the Notes have been declared to be due and payable under Section 5.2 following an Event of Default and such declaration and its consequences have not been rescinded and annulled in accordance with Section 5.2(b), the Indenture Trustee may, but need not, elect to take and maintain possession of the Trust Estate. It is the desire of the parties hereto and the Secured Parties that there be at all times sufficient funds for the payment of the Secured Obligations to the Secured Parties and the Indenture Trustee shall take such desire into account when determining whether or not to take and maintain possession of the Trust Estate. In determining whether to take and maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

SECTION 5.6    Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, except in accordance with Section 2.04(c) of the Trust Sale Agreement, unless:

(a)    such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default;

(b)    the Holders of not less than 25% of the Outstanding Amount of the Controlling Class have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder;

(c)    such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request;

(d)    the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and

(e)    no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60) day period by the Holders of a majority of the Outstanding Amount of the Controlling Class;

it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders of Notes or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable (on the basis of the respective aggregate amount of principal and interest, respectively, due and unpaid on the Notes

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held by each Noteholder) and common benefit of all holders of Notes. For the protection and enforcement of the provisions of this Section 5.6, each and every Noteholder shall be entitled to such relief as can be given either at law or in equity.

If the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than a majority of the Outstanding Amount of the Controlling Class, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

SECTION 5.7    Unconditional Rights of Noteholders To Receive Principal and Interest. Notwithstanding any other provisions in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest on such Note on or after the respective due dates thereof expressed in such Note or in this Indenture (or, in the case of redemption, if applicable, on or after the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

SECTION 5.8    Restoration of Rights and Remedies. If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or to such Noteholder, then and in every such case the Issuing Entity, the Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally to their respective former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding had been instituted.

SECTION 5.9    Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 5.10    Delay or Omission Not a Waiver. No delay or omission of the Indenture Trustee or any Holder of any Note to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.

SECTION 5.11    Control by Noteholders. The Holders of a majority of the Outstanding Amount of the Controlling Class shall, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Indenture Trustee, have the right to direct in writing the time, method and place of conducting any

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Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, however, that:

(a)    such direction shall not be in conflict with any rule of law or with this Indenture;

(b)    subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes;

(c)    if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Trust Estate pursuant to Section 5.5, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Trust Estate shall be of no force and effect; and

(d)    the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction;

provided, however, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might cause it to incur any liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

SECTION 5.12    Waiver of Past Defaults.

(a)    Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the Holders of not less than a majority of the Outstanding Amount of the Controlling Class may waive any past Default or Event of Default and its consequences except a Default (i) in the payment of principal of or interest on any of the Notes or (ii) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Note. In the case of any such waiver, the Issuing Entity, the Indenture Trustee and the Noteholders shall be restored to their respective former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

(b)    Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

SECTION 5.13    Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any Proceeding for the enforcement of any right or remedy under this Indenture, or in any Proceeding against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such Proceeding of an undertaking to pay the costs of such Proceeding, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant

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in such Proceeding, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.13 shall not apply to:

(a)    any Proceeding instituted by the Indenture Trustee;

(b)    any Proceeding instituted by any Noteholder, or group of Noteholders, in each case holding in the aggregate more than 10% of the Outstanding Amount of the Controlling Class; or

(c)    any Proceeding instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date).

SECTION 5.14    Waiver of Stay or Extension Laws. The Issuing Entity covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture. The Issuing Entity (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 5.15    Action on Notes. The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the Lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuing Entity or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the Issuing Entity. Any money or property collected by the Indenture Trustee shall be applied in accordance with Section 5.4(b).

SECTION 5.16    Performance and Enforcement of Certain Obligations.

(a)     Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuing Entity under or in connection with the Trust Sale Agreement and the Servicing Agreement or by the Seller of its obligations under or in connection with the Pooling Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity under or in connection with the Servicing Agreement, the Trust Sale Agreement and the Pooling Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Seller, the Depositor or the Servicer and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor or the Servicer of their respective obligations under the Servicing Agreement, the Trust Sale Agreement and the Pooling Agreement, as applicable.

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(b)    If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Outstanding Amount of the Controlling Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuing Entity against the Depositor or the Servicer under or in connection with the Servicing Agreement or the Trust Sale Agreement, including the right or power to take any action to compel or secure performance or observance by the Depositor or the Servicer of each of their obligations to the Issuing Entity thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Trust Sale Agreement or the Servicing Agreement, and any right of the Issuing Entity to take such action shall be suspended.

(c)    If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Depositor against each of the Seller and the Servicer under or in connection with the Pooling Agreement and the Servicing Agreement, as applicable, including the right or power to take any action to compel or secure performance or observance by each of the Seller and the Servicer of its obligations to the Depositor thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Servicing Agreement and the Pooling Agreement, as applicable, and any right of the Depositor to take such action shall be suspended.

SECTION 5.17    Asset Representations Review.

(a)    Within 90 days of the occurrence of a Delinquency Trigger, the holders of 5% or more of the Outstanding Amount of the Notes shall be entitled to demand in accordance with Section 11.4 that a vote be conducted of all Noteholders and Note Owners to determine whether to cause the Asset Representations Reviewer to conduct an Asset Representations Review; provided that for the purpose of determining the holders of the Outstanding Amount of the Notes, any Notes held by Ally Bank or any of its Affiliates shall not be included in such calculation.

(b)    Upon the direction of the requisite Noteholders or Note Owners set forth in Section 5.17(a), the Indenture Trustee shall post a notice through the Note Depository, initiating a vote of all Noteholders. Each Noteholder that elects to vote shall vote whether or not the Asset Representations Reviewer should be directed to conduct an Asset Representations Review using the voting instructions and procedures included in the statement to securityholders set forth in Section 4.09 of the Servicing Agreement. Noteholders or Note Owners shall be permitted to vote for at least 150 days after the filing of the statement to securityholders indicating that the Delinquency Trigger has been met or exceeded.

(c)    In the event that a Note Owner exercises its right to vote such Note Owner’s beneficial interest, the Indenture Trustee shall verify that each such Note Owner is a Verified Note Owner and shall provide such evidence to the Issuing Entity.

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(d)    If the Vote Tabulation Agent notifies the Indenture Trustee that (i) a majority of the Noteholders voting pursuant to Section 5.17(b) vote to cause the Asset Representations Reviewer to conduct an Asset Representations Review and (ii) the holders of 5% or more of the Outstanding Amount of the Notes cast a vote, the Indenture Trustee shall provide such notice to the Issuing Entity (the “Asset Representations Review Notice”), which shall promptly provide such Asset Representations Review Notice to the Depositor and the Servicer pursuant to Section 2.03(b) of the Trust Sale Agreement.

(e)    The Indenture Trustee shall cooperate with the Asset Representations Reviewer in the event an Asset Representations Review is commenced pursuant to Section 5.17(d) and shall provide the Asset Representations Reviewer with any documents or other information in its possession reasonably requested by the Asset Representations Reviewer in connection with the Asset Representations Review.

(f)    If the Asset Representations Reviewer gives notice of its intent to resign or the Issuing Entity terminates the Asset Representations Reviewer pursuant to the terms of the Asset Representations Review Agreement or if a vacancy exists in the office of the Asset Representations Reviewer for any reason (the Asset Representations Reviewer in such event being referred to herein as the retiring Asset Representations Reviewer), the Issuing Entity shall promptly appoint and designate a successor Asset Representations Reviewer; provided, however that such successor Asset Representations Reviewer shall not be an Affiliate of any of the Seller, the Administrator, the Depositor, the Issuing Entity, the Servicer, any Third Party Due Diligence Provider, the Owner Trustee or the Indenture Trustee. The Issuing Entity shall deliver a written notice to the Depositor, the Servicer and the Seller of the acceptance of a successor Asset Representations Reviewer. In the event that an Asset Representations Review has commenced at the time the retiring Asset Representations Reviewer resigns or a vacancy exists, the Issuing Entity shall cause the retiring Asset Representations Reviewer to provide the successor Asset Representations Reviewer with any information relating to the Asset Representations Review.

ARTICLE VI

THE INDENTURE TRUSTEE

SECTION 6.1    Duties of Indenture Trustee.

(a)    If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)    Except during the continuance of an Event of Default:

(i)    the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, the Servicing Agreement and the Trust Sale Agreement and no implied covenants or obligations shall be read into this Indenture, the Servicing Agreement, the Trust Sale Agreement or any other Basic Document against the Indenture Trustee; and

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(ii)    in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c)    The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i)    this Section 6.1(c) does not limit the effect of Section 6.1(b);

(ii)    the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and

(iii)    the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to any provision of this Indenture or any other Basic Document.

(d)    The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity.

(e)    Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture, the Servicing Agreement or the Trust Agreement.

(f)    No provision of this Indenture or any other Basic Document shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayments of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(g)    Every provision of this Indenture and each other Basic Document relating to the Indenture Trustee shall be subject to the provisions of this Section 6.1 and to the provisions of the TIA.

(h)    The Indenture Trustee shall have no liability or responsibility for the acts or omissions of any other party to any of the Basic Documents, including as a result of any other party’s failure to comply with Regulation RR.

(i)    In no event shall the Indenture Trustee be liable for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits.

(j)    If and for so long as Certificates representing in the aggregate a 100% beneficial interest in the Trust are held by the Depositor, the Indenture Trustee shall make distributions to the Depositor, rather than the Certificate Distribution Account, under the circumstances described in Section 5.2 of the Trust Agreement.

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SECTION 6.2    Rights of Indenture Trustee.

(a)    The Indenture Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Indenture Trustee need not investigate any fact or matter stated in the document.

(b)    Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s Certificate or Opinion of Counsel.

(c)    The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.

(d)    The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith.

(e)    The Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f)    The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Indenture Trustee security or indemnity satisfactory to the Indenture Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

(g)    The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit.

(h)    The Indenture Trustee shall not be deemed to have notice of any Default, Event of Default or Servicer Default unless a Responsible Officer of the Indenture Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Indenture Trustee at the Corporate Trust Office of the Indenture Trustee, and such notice references the Securities and this Indenture.

(i)    The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including its right to be indemnified, are extended to, and shall be enforceable

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by, the Indenture Trustee in each of its capacities hereunder, including its capacity under Section 4.4 hereof, and in connection with the performance of any of its duties or obligations under any of the Basic Documents.

SECTION 6.3    Indenture Trustee May Own Notes. The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuing Entity, the Servicer or any of their respective Affiliates with the same rights it would have if it were not Indenture Trustee; provided, however, that the Indenture Trustee shall comply with Sections 6.10 and 6.11. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights.

SECTION 6.4    Indenture Trustee’s Disclaimer. The Indenture Trustee shall not be responsible for and makes no representation as to the validity or adequacy of any Basic Document, including this Indenture or the Notes, it shall not be accountable for the Issuing Entity’s use of the proceeds from the Notes, it shall not have any responsibility to monitor or cause the Issuing Entity to comply with Regulation RR and it shall not be responsible for any statement of the Issuing Entity in the Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Indenture Trustee’s certificate of authentication.

SECTION 6.5    Notice of Defaults. If a Default occurs and is continuing and if it is known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall mail to each Noteholder notice of the Default within the later of (a) ninety (90) days after it occurs and (b) ten (10) days after it is known to a Responsible Officer of the Indenture Trustee. Except in the case of a Default in payment of principal of or interest on any Note, the Indenture Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Noteholders.

SECTION 6.6    Reports by Indenture Trustee.

(a)    The Indenture Trustee shall deliver to each Noteholder the documents and information set forth in Article VII and, in addition, all such information with respect to the Notes as may be required to enable such Holder to prepare its federal and State income tax returns.

(b)    The Indenture Trustee shall:

(i)    deliver to the Depositor, the Owner Trustee and the Servicer a report of its assessment of compliance with the Servicing Criteria set forth in Exhibit D, including disclosure of any material instance of non-compliance identified by the Indenture Trustee, as required by Rule 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB under the Securities Act;

(ii)    cause a firm of registered public accountants that is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act to deliver to the Depositor, the Owner Trustee and the Servicer an attestation report that satisfies the requirements of Rule 13a-18 or Rule 15d-18 under the Exchange Act, as applicable, on the assessment of compliance with Servicing Criteria with respect to the prior calendar year for inclusion in the Issuing Entity’s 10-K filing; such attestation report shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and

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(iii)    deliver to the Depositor and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rule 13a-14(d) and Rule 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of the Issuing Entity or the Depositor with respect to this securitization transaction a certification substantially in the form attached hereto as Exhibit E or such form as mutually agreed upon by the Depositor and the Indenture Trustee; the Indenture Trustee acknowledges that the parties identified in this clause (iii) may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission.

(c)    The reports referred to in Section 6.6(b) shall be delivered on or before March 15 of each year that a 10-K filing is required to be filed by the Issuing Entity, beginning March 15, 2018 (and if such date is not a Business Day, the next succeeding Business Day), unless the Issuing Entity is not required to file periodic reports under the Exchange Act or any other law, in which case such reports may be delivered on or before April 30 of each calendar year, beginning April 30, 2019.

SECTION 6.7    Compensation; Indemnity.

(a)    The Issuing Entity shall cause the Servicer pursuant to Section 2.08 of the Servicing Agreement to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuing Entity shall cause the Servicer pursuant to Section 2.08 of the Servicing Agreement to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, external counsel, accountants and experts. The Issuing Entity shall cause the Servicer to indemnify the Indenture Trustee in accordance with Section 6.01 of the Servicing Agreement.

(b)    The Issuing Entity’s obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(e) or Section 5.1(f) with respect to the Issuing Entity, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or similar law.

SECTION 6.8    Replacement of Indenture Trustee.

(a)    The Indenture Trustee may at any time give notice of its intent to resign by so notifying the Issuing Entity; provided, however, that no such resignation shall become effective and the Indenture Trustee shall not resign prior to the time set forth in Section 6.8(c). The Holders of a majority in Outstanding Amount of the Controlling Class may remove the Indenture Trustee by so notifying the Indenture Trustee and may appoint a successor Indenture Trustee.

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Such resignation or removal shall become effective in accordance with Section 6.8(c). The Issuing Entity shall remove the Indenture Trustee if:

(i)    the Indenture Trustee fails to comply with Section 6.11;

(ii)    the Indenture Trustee is adjudged bankrupt or insolvent;

(iii)    a receiver or other public officer takes charge of the Indenture Trustee or its property; or

(iv)    the Indenture Trustee otherwise becomes incapable of acting.

(b)    If the Indenture Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuing Entity shall promptly appoint and designate a successor Indenture Trustee.

(c)    A successor Indenture Trustee shall deliver a written acceptance of its appointment and designation to the retiring Indenture Trustee and to the Issuing Entity. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee.

(d)    If a successor Indenture Trustee does not take office within sixty (60) days after the Indenture Trustee gives notice of its intent to resign or is removed, the retiring Trustee, the Issuing Entity or the Holders of a majority of the Outstanding Amount of the Controlling Class may petition any court of competent jurisdiction for the appointment and designation of a successor Indenture Trustee.

(e)    If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee.

(f)    Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Issuing Entity’s obligations under Section 6.7 and the Servicer’s corresponding obligations under the Servicing Agreement shall continue for the benefit of the retiring Indenture Trustee.

SECTION 6.9    Merger or Consolidation of Indenture Trustee.

(a)    Any corporation into which the Indenture Trustee may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Indenture Trustee shall be a party, or any corporation succeeding to the corporate trust business of the Indenture Trustee, shall be the successor of the Indenture Trustee under this Indenture; provided, however, that such corporation shall be eligible under the provisions of Section 6.11, without the execution or filing of any instrument or any further act on the part of any of the parties to this Indenture, anything in this Indenture to the contrary notwithstanding.

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(b)    If at the time such successor or successors by merger or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Indenture Trustee. In all such cases such certificate of authentication shall have the same full force as is provided anywhere in the Notes or herein with respect to the certificate of authentication of the Indenture Trustee.

SECTION 6.10    Appointment of Co-Indenture Trustee or Separate Indenture Trustee.

(a)    Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Secured Parties (only to the extent expressly provided herein), such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8.

(b)    Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i)    all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee;

(ii)    no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and

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(iii)    the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c)    Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee.

(d)    Any separate trustee or co-trustee may at any time constitute the Indenture Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

SECTION 6.11    Eligibility; Disqualification. The Indenture Trustee shall at all times satisfy the requirements of TIA § 310(a). The Indenture Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition and (unless waived by the Rating Agencies) it shall have a long term unsecured debt rating that falls within an investment grade category by the Rating Agencies The Indenture Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities of the Issuing Entity are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

SECTION 6.12    Preferential Collection of Claims Against the Issuing Entity. The Indenture Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.

SECTION 6.13    Representations and Warranties of Indenture Trustee. The Indenture Trustee represents and warrants as of the Closing Date that:

(a)    the Indenture Trustee (i) is a New York banking corporation duly organized, validly existing and in good standing under the laws of the State of New York and (ii) satisfies the eligibility criteria set forth in Section 6.11;

(b)    the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture;

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(c)    the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee, or (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any Lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or Lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture;

(d)    the execution, delivery and performance by the Indenture Trustee of this Indenture shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the Indenture Trustee; and

(e)    this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

SECTION 6.14    Indenture Trustee May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Indenture Trustee shall be brought in its own name as Indenture Trustee. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, be for the ratable benefit of the Noteholders and (only to the extent expressly provided herein) the Certificateholders in respect of which such judgment has been obtained.

SECTION 6.15    Suit for Enforcement. If an Event of Default shall occur and be continuing, the Indenture Trustee, in its discretion may, subject to the provisions of Section 6.1, proceed to protect and enforce its rights and the rights of the Noteholders under this Indenture by Proceeding whether for the specific performance of any covenant or agreement contained in this Indenture or in aid of the execution of any power granted in this Indenture or for the enforcement of any other legal, equitable or other remedy as the Indenture Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of the rights of the Indenture Trustee or the Noteholders.

SECTION 6.16    Rights of Noteholders to Direct Indenture Trustee. Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee or exercising any trust or power conferred on the Indenture Trustee; provided, however, that subject to Section 6.1, the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee being advised by

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counsel determines that the action so directed may not lawfully be taken, or if the Indenture Trustee in good faith shall, by a Responsible Officer, determine that the proceedings so directed would be illegal or subject it to personal liability or be unduly prejudicial to the rights of Noteholders not parties to such direction; and provided, further, that nothing in this Indenture shall impair the right of the Indenture Trustee to take any action deemed proper by the Indenture Trustee and which is not inconsistent with such direction by the Noteholders.

ARTICLE VII

NOTEHOLDERS’ LISTS AND REPORTS

SECTION 7.1    Issuing Entity To Furnish Indenture Trustee Names and Addresses of Noteholders. The Issuing Entity shall furnish or cause to be furnished by the Servicer to the Indenture Trustee (a) not more than five (5) days before each Distribution Date a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes as of the close of business on the related Record Date, and (b) at such other times as the Indenture Trustee may request in writing, within fourteen (14) days after receipt by the Issuing Entity of any such request, a list of similar form and content as of a date not more than ten (10) days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished.

SECTION 7.2    Preservation of Information, Communications to Noteholders.

(a)    The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished.

(b)    Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes.

(c)    The Issuing Entity, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c).

SECTION 7.3     Reports by the Issuing Entity.

(a)    The Issuing Entity shall:

(i)    file with the Indenture Trustee, within fifteen (15) days after the Issuing Entity is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuing Entity may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or Item 1122 of Regulation AB;

(ii)    file with the Indenture Trustee and the Commission in accordance with rules and regulations prescribed from time to time by the Commission such additional

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information, documents and reports with respect to compliance by the Issuing Entity with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

(iii)    supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to all Noteholders described in TIA § 313(c)) such summaries of any information, documents and reports required to be filed by the Issuing Entity pursuant to clauses (i) and (ii) of this Section 7.3(a) as may be required by rules and regulations prescribed from time to time by the Commission.

(b)    Unless the Issuing Entity otherwise determines, the fiscal year of the Issuing Entity shall end on December 31 of such year.

SECTION 7.4    Reports by Trustee.

(a)    If required by TIA § 313(a), within sixty (60) days after each April 15 or such earlier date if required by TIA § 313(a), beginning with April 15, 2017, the Indenture Trustee shall mail to each Noteholder as required by TIA § 313(c) a brief report dated as of such date that complies with TIA § 313(a). The Indenture Trustee also shall comply with TIA § 313(b). A copy of any report delivered pursuant to this Section 7.4(a) shall, at the time of its mailing to Noteholders, be filed by the Indenture Trustee with the Commission and each stock exchange, if any, on which the Notes are listed. The Issuing Entity shall notify the Indenture Trustee if and when the Notes are listed on any stock exchange.

(b)    On each Distribution Date the Indenture Trustee shall include with each payment to each Noteholder a copy of the statement for the related Monthly Period or Periods applicable to such Distribution Date as required pursuant to Section 4.09 of the Servicing Agreement.

ARTICLE VIII

ACCOUNTS, DISBURSEMENTS AND RELEASES

SECTION 8.1    Collection of Money. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture or the Servicing Agreement. The Indenture Trustee shall apply all such money received by it as provided in this Indenture. Except as otherwise expressly provided in this Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Trust Estate, the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and any right to proceed thereafter as provided in Article V.

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SECTION 8.2    Designated Accounts; Payments.

(a)    On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee for the benefit of the Financial Parties (and with respect to the Reserve Account, for the benefit of the Noteholders) the Designated Accounts as provided in Articles IV and V of the Servicing Agreement.

(b)    On or before each Distribution Date, (i) amounts shall be deposited in the Collection Account as provided in Section 4.06 of the Servicing Agreement and (ii) the Aggregate Noteholders’ Interest Distributable Amount and the Aggregate Noteholders’ Principal Distributable Amount shall be transferred from the Collection Account to the Note Distribution Account as and to the extent provided in Section 4.06 of the Servicing Agreement.

(c)    On each Distribution Date, in accordance with the Servicer’s Accounting, the Indenture Trustee shall notify the Account Holder to apply and, as required, distribute to the Noteholders all amounts on deposit in the Note Distribution Account (subject to the Servicer’s rights under Section 5.03 of the Servicing Agreement to Investment Earnings) in the following order of priority and in the amounts determined as described below:

(i)    On each Distribution Date, except as otherwise provided in clause (iii) below, the amount deposited in the Note Distribution Account in respect of interest on the Notes shall be applied in the following order of priority, to the extent of remaining funds after all earlier priorities have been satisfied, and any amount so applied shall be paid on such Distribution Date to the holders of Notes of each applicable Class:

(A)    the Aggregate Class A Interest Distributable Amount shall be paid to the holders of the Class A Notes;

(B)    the Aggregate Class B Interest Distributable Amount shall be paid to the holders of the Class B Notes;

(C)    the Aggregate Class C Interest Distributable Amount shall be paid to the holders of the Class C Notes; and

(D)    the Aggregate Class D Interest Distributable Amount shall be paid to the holders of the Class D Notes;

provided however, if there are not sufficient funds to so pay the entire amount specified in any of the foregoing priorities for a particular class of Notes, then the amount available for such class of Notes shall be paid to the Holders thereof ratably on the basis of the total amount of accrued and unpaid interest owing to each such Holder.

(ii)    Unless otherwise provided in clause (iii) below, an amount equal to the Aggregate Noteholders’ Principal Distributable Amount shall be applied to each class of Notes in the following amounts and in the following order of priority and any amount so applied shall be paid on such Distribution Date to the Holders of such class of Notes:

(1)     to the Class A-1 Notes, until the Outstanding Amount of the Class A-1 Notes is reduced to zero;

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(2)    to the Class A-2 Notes, until the Outstanding Amount of the Class A-2 Notes is reduced to zero;

(3)    to the Class A-3 Notes, until the Outstanding Amount of the Class A-3 Notes is reduced to zero;

(4)    to the Class A-4 Notes, until the Outstanding Amount of the Class A-4 Notes is reduced to zero;

(5)    to the Class B Notes, until the Outstanding Amount of the Class B Notes is reduced to zero;

(6)    to the Class C Notes, until the Outstanding Amount of the Class C Notes is reduced to zero; and

(7)    to the Class D Notes, until the Outstanding Amount of the Class D Notes is reduced to zero.

(iii)    If the Notes have been declared immediately due and payable following an Event of Default as provided in Section 5.2, until such time as all Events of Default have been cured or waived as provided in Section 5.2(b), any amounts deposited in the Note Distribution Account shall be applied in accordance with Section 2.7(c).

SECTION 8.3    General Provisions Regarding Accounts.

(a)    So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Designated Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee upon Issuing Entity Order, subject to the provisions of Section 5.01(b) of the Servicing Agreement. The Issuing Entity shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Designated Accounts unless the security interest granted and perfected in such account shall continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuing Entity shall deliver to the Indenture Trustee an Opinion of Counsel acceptable to the Indenture Trustee, to such effect.

(b)    Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Designated Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms.

(c)    If (i) the Issuing Entity shall have failed to give investment directions for any funds on deposit in the Designated Accounts to the Indenture Trustee by 11:00 a.m., New York

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City time (or such other time as may be agreed by the Issuing Entity and the Indenture Trustee) on any Business Day; or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.2, or, if such Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.5 as if there had not been such a declaration; then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Designated Accounts in the Eligible Investments set forth in Section 5.01(b) of the Servicing Agreement.

SECTION 8.4    Release of Trust Estate.

(a)    Subject to the payment of its fees and expenses pursuant to Section 6.7, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are consistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.

(b)    The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.7 have been paid, release any remaining portion of the Trust Estate that secured the Notes and the other Secured Obligations from the Lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Designated Accounts. The Indenture Trustee shall release property from the Lien of this Indenture pursuant to this Section 8.4(b) only upon receipt by it of an Issuing Entity Request and an Officer’s Certificate, an Opinion of Counsel meeting the applicable requirements of Section 11.1 and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.1.

SECTION 8.5    Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuing Entity to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action shall not materially and adversely impair the security for the Secured Obligations or the rights of the Secured Parties in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

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ARTICLE IX

SUPPLEMENTAL INDENTURES

SECTION 9.1    Supplemental Indentures Without Consent of Noteholders.

(a)    Without the consent of the Holders of any Notes but with prior notice by the Issuing Entity to the Rating Agencies, the Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:

(i)    to correct or amplify the description of any property at any time subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture;

(ii)    to subject additional property to the Lien of this Indenture, provided that in the case of this clause (ii), the consent of the Certificateholders shall be required;

(iii)    to evidence the succession, in compliance with Section 3.10 and the applicable provisions hereof, of another Person to the Issuing Entity, and the assumption by any such successor of the covenants of the Issuing Entity contained herein and in the Notes contained;

(iv)    to add to the covenants of the Issuing Entity, for the benefit of the Securityholders or to surrender any right or power herein conferred upon the Issuing Entity;

(v)    to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;

(vi)    to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be inconsistent with any other provision herein or in any supplemental indenture or in any other Basic Document;

(vii)    to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA, and the Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained;

(viii)    to evidence and provide for the acceptance of the appointment hereunder by a successor or additional trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or

(ix)    to modify, eliminate or add to the provisions of this Indenture as permitted pursuant to Section 12.1(b).

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(b)    The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any of the Noteholders but with prior notice by the Issuing Entity to the Rating Agencies, at any time and from time to time enter into one or more indentures supplemental hereto for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.

(c)    Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that any amendment pursuant to this Section 9.1 would not cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes.

SECTION 9.2    Supplemental Indentures With Consent of Noteholders.

(a)    The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, also may, with prior notice by the Issuing Entity to each of the Rating Agencies, and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class, by Act of such Holders delivered to the Issuing Entity and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:

(i)    change the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate applicable thereto, or the Redemption Price with respect thereto, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);

(ii)    reduce the percentage of the Outstanding Amount of the Controlling Class, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences as provided for in this Indenture;

(iii)    modify or alter the provisions of the proviso to the definition of the term “Outstanding”;

(iv)    reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Outstanding Notes;

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(v)    modify any provision of this Section 9.2 to decrease the required minimum percentage necessary to approve any amendments to any provisions of this Indenture or any of the Basic Documents;

(vi)    modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation), or modify or alter the provisions of the Indenture regarding the voting of Notes held by the Issuing Entity, the Depositor or any Affiliate of either of them; or

(vii)    permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject thereto or deprive the Holder of any Note of the security afforded by the Lien of this Indenture.

(b)    The Indenture Trustee may in its discretion determine whether or not any Notes would be affected (such that the consent of each Noteholder would be required) by any supplemental indenture proposed pursuant to this Section 9.2 and any such determination shall be binding upon the Holders of all Notes, whether authenticated and delivered thereunder before or after the date upon which such supplemental indenture becomes effective. The Indenture Trustee shall not be liable for any such determination made in good faith.

(c)    It shall be sufficient if an Act of Noteholders approves the substance, but not the form, of any proposed supplemental indenture.

(d)    Promptly after the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.2, the Indenture Trustee shall mail to the Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

(e)    Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that any amendment pursuant to this Section 9.2 would not cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes.

SECTION 9.3    Execution of Supplemental Indentures. In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and subject to Sections 6.1 and 6.2, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise.

SECTION 9.4    Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed

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to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuing Entity and the Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

SECTION 9.5    Conformity with the Trust Indenture Act. Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article IX shall conform to the requirements of the TIA as then in effect so long as this Indenture shall then be qualified under the TIA.

SECTION 9.6    Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental indenture. If the Issuing Entity or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuing Entity, to any such supplemental indenture may be prepared and executed by the Issuing Entity and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes of the same class.

ARTICLE X

REDEMPTION OF NOTES

SECTION 10.1    Redemption. The Notes are subject to redemption in whole, but not in part, upon the exercise by the Servicer (or the Holder of all the Certificates that is not the Depositor or any Affiliate thereof) of its option to purchase the Receivables pursuant to Section 8.01 of the Servicing Agreement. The date on which such redemption shall occur is the Distribution Date following the Optional Purchase Date identified by Servicer in its notice of exercise of such purchase option (the “Redemption Date”). The purchase price for the Notes shall be equal to the applicable Redemption Price. The Servicer or the Issuing Entity shall furnish the Rating Agencies notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.1, the Servicer or the Issuing Entity shall furnish notice thereof to the Indenture Trustee not later than twenty-five (25) days prior to the Redemption Date and the Indenture Trustee (based on such notice) shall withdraw from the Collection Account and deposit into the Note Distribution Account, on the Redemption Date, the aggregate Redemption Price of the Notes, whereupon all such Notes shall be due and payable on the Redemption Date.

SECTION 10.2    Form of Redemption Notice. Notice of redemption of the Notes under Section 10.1 shall be given by the Indenture Trustee by first-class mail, postage prepaid, mailed not less than five (5) days prior to the applicable Redemption Date to each Noteholder of record at such Noteholder’s address appearing in the Note Register.

(a)    All notices of redemption shall state:

(i)    the Redemption Date;

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(ii)    the applicable Redemption Price; and

(iii)    the place where Notes are to be surrendered for payment of the Redemption Price (which shall be the Agency Office of the Issuing Entity to be maintained as provided in Section 3.2).

(b)    Notice of redemption of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuing Entity. Failure to give notice of redemption, or any defect therein, to any Holder of any Note shall not impair or affect the validity of the redemption of any other Note.

SECTION 10.3    Notes Payable on Redemption Date. The Notes shall, following notice of redemption as required by Section 10.2, on the Redemption Date cease to be Outstanding for purposes of this Indenture and shall thereafter represent only the right to receive the applicable Redemption Price and (unless the Issuing Entity shall default in the payment of such Redemption Price) no interest shall accrue on such Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating such Redemption Price.

ARTICLE XI

MISCELLANEOUS

SECTION 11.1    Compliance Certificates and Opinions, etc.

(a)    Upon any application or request by the Issuing Entity to the Indenture Trustee to take any action under any provision of this Indenture, the Issuing Entity shall furnish to the Indenture Trustee: (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(i)    a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

(ii)    a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii)    a statement that, in the judgment of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

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(iv)    a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.

(b)    (i) Prior to the deposit with the Indenture Trustee of any Collateral or other property or securities that is to be made the basis for the release of any property or securities subject to the Lien of this Indenture, the Issuing Entity shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuing Entity of the Collateral or other property or securities to be so deposited.

(ii)    Whenever the Issuing Entity is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (b)(i) above, the Issuing Entity shall also deliver to the Indenture Trustee an Independent Certificate as to the same matters, if the fair value to the Issuing Entity of the securities to be so deposited and of all other such securities made on the basis of any such withdrawal or release since the commencement of the then current fiscal year of the Issuing Entity, as set forth in the certificates delivered pursuant to clause (i) above and this clause (b)(ii), is 10% or more of the Outstanding Amount of the Notes, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Issuing Entity as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the Outstanding Amount of the Notes.

(iii)    Other than with respect to the release of any Warranty Receivables, Administrative Receivables or Liquidating Receivables, whenever any property or securities are to be released from the Lien of this Indenture, the Issuing Entity shall also furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such Person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof.

(iv)    Whenever the Issuing Entity is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signatory thereof as to the matters described in clause (b)(iii) above, the Issuing Entity shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than Warranty Receivables, Administrative Receivables and Liquidating Receivables or Receivables valued at their Receivables Principal Balance, or securities released from the lien of this Indenture since the commencement of the then current calendar year, as set forth in the certificates required by clause (b)(iii) above and this clause (b)(iv), equals 10% or more of the Outstanding Amount of the Notes, but such certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the then Outstanding Amount of the Notes.

(v)    Notwithstanding Section 2.9 or any other provision of this Section 11.1, the Issuing Entity may (A) collect, liquidate, sell or otherwise dispose of

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Receivables as and to the extent permitted or required by the Basic Documents, (B) make cash payments out of the Designated Accounts and the Certificate Distribution Account as and to the extent permitted or required by the Basic Documents and (C) take any other action not inconsistent with the TIA.

SECTION 11.2    Form of Documents Delivered to Indenture Trustee.

(a)    In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

(b)    Any certificate or opinion of an Authorized Officer of the Issuing Entity may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that any certificate, opinion or representation with respect to the matters upon which his certificate or opinion is based is erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer, the Depositor, the Issuing Entity or the Administrator, stating that the information with respect to such factual matters is in the possession of the Servicer, the Depositor, the Issuing Entity or the Administrator, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

(c)    Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

(d)    Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuing Entity shall deliver any document as a condition of the granting of such application, or as evidence of the Issuing Entity’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuing Entity to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

SECTION 11.3    Acts of Noteholders.

(a)    Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as

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herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee and the Issuing Entity, if made in the manner provided in this Section 11.3.

(b)    The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient.

(c)    The ownership of Notes shall be proved by the Note Register.

(d)    Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon, whether or not notation of such action is made upon such Note.

SECTION 11.4    Notices, etc., to Indenture Trustee, Issuing Entity and Rating Agencies . Any request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other documents provided or permitted by this Indenture to be made upon, given or furnished to or filed with:

(a)    the Indenture Trustee by any Noteholder or by the Issuing Entity shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Indenture Trustee at its Corporate Trust Office, or

(b)    the Issuing Entity by the Indenture Trustee or by any Noteholder shall be sufficient for every purpose hereunder if in writing and either sent by electronic facsimile transmission (with hard copy to follow via first class mail) or mailed, by certified mail, return receipt requested to the Issuing Entity and the Owner Trustee each at the address specified in Appendix B to the Servicing Agreement.

The Issuing Entity shall promptly transmit any notice received by it from the Noteholders to the Indenture Trustee. The Indenture Trustee shall likewise promptly transmit any notice received by it from the Noteholders to the Issuing Entity and, if such notice is a Repurchase Request, to the Depositor.

Notices required to be given to the Rating Agencies by the Issuing Entity and the Indenture Trustee or the Owner Trustee shall be delivered as specified in Appendix B to the Servicing Agreement.

SECTION 11.5    Notices to Noteholders; Waiver .

(a)    Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if it is in writing

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and mailed, first-class, postage prepaid to each Noteholder affected by such event, at such Person’s address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. If notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given regardless of whether such notice is in fact actually received.

(b)    Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

(c)    In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event of Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.

(d)    Where this Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute an Event of Default.

(e)    If (i) the Indenture Trustee receives a Repurchase Request, (ii) the Depositor or Ally Bank does not repurchase or substitute the Receivables related to such Repurchase Request within 180 days of the receipt of such Repurchase Request and (iii) the Depositor notifies the Indenture Trustee that such 180 day period has expired, the Indenture Trustee shall deliver a Repurchase Response Notice to the related Noteholder or Note Owner.

(f)    In the case of Book-Entry Notes, if the Note Depository allows for delivery of notice and other communications by electronic means, mail shall mean such electronic means, unless otherwise required by law.

SECTION 11.6    Alternate Payment and Notice Provisions . Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Issuing Entity may enter into any agreement with any Holder of a Note providing for a method of payment, or notice by the Indenture Trustee or any Paying Agent to such Holder, that is different from the methods provided for in this Indenture for such payments or notices. The Issuing Entity shall furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee shall cause payments to be made and notices to be given in accordance with such agreements.

SECTION 11.7    Conflict with the Trust Indenture Act.

(a)    If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this Indenture by any of the provisions of the TIA, such required provision shall control.

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(b)    The provisions of TIA §§ 310 through 317 that impose duties on any Person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.

SECTION 11.8    Effect of Headings and Table of Contents. The Article and Section headings herein and the table of contents are for convenience only and shall not affect the construction hereof.

SECTION 11.9    Successors and Assigns.

(a)    All covenants and agreements in this Indenture and the Notes by the Issuing Entity shall bind its successors and assigns, whether so expressed or not.

(b)    All covenants and agreements of the Indenture Trustee in this Indenture shall bind its successors and assigns, whether so expressed or not.

SECTION 11.10    Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 11.11    Benefits of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and to the extent expressly provided herein, the Noteholders, the Certificateholders, the Owner Trustee, any other party secured hereunder and any other Person with an ownership interest in any part of the Trust Estate, any benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION 11.12    Legal Holidays. If the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date.

SECTION 11.13    Governing Law. THIS INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 11.14    Counterparts. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 11.15    Recording of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuing Entity

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and at its expense accompanied by an Opinion of Counsel to the effect that such recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.

SECTION 11.16    No Recourse. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against:

(a)    the Indenture Trustee or the Owner Trustee in its individual capacity;

(b)    the Depositor or any other owner of a beneficial interest in the Issuing Entity; or

(c)    any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, the Depositor or any other holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity (or any of their successors or assigns), except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. For all purposes of this Indenture, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.

SECTION 11.17    No Petition. The Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note (or interest therein) issued hereunder, hereby covenant and agree that they shall not, prior to the date which is one year and one day after the termination of this Indenture with respect to the Issuing Entity pursuant to Section 4.1, acquiesce, petition or otherwise invoke or cause the Depositor or the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Depositor or the Issuing Entity 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 Depositor or the Issuing Entity or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor or the Issuing Entity under any federal or State bankruptcy or insolvency proceeding.

SECTION 11.18    Inspection. The Issuing Entity agrees that, on reasonable prior notice, it shall permit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports, and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such

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information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder.

SECTION 11.19    Indemnification by and Reimbursement of Servicer. The Indenture Trustee acknowledges and agrees to reimburse (i) the Servicer and its directors, officers, employees and agents in accordance with Section 6.03(b) of the Servicing Agreement and (ii) the Depositor and its directors, officers, employees and agents in accordance with Section 3.04 of the Trust Sale Agreement. The Indenture Trustee further acknowledges and accepts the conditions and limitations with respect to the Servicer’s obligation to indemnify, defend and hold the Indenture Trustee harmless as set forth in Section 6.01(a)(iv) of the Servicing Agreement.

SECTION 11.20    Subordination. Each Note represents beneficial interests in the Issuing Entity only and does not represent interests in or obligations of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in the Basic Documents. Except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Notes, each Noteholder shall have no claim against any of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate for any deficiency, loss or claim therefrom. In the event that any of the covenants above of each Noteholder is prohibited by, or declared illegal or otherwise unenforceable against any such Noteholder under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Noteholder is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Issuing Entity, each Noteholder agrees that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

SECTION 11.21    Compliance with Applicable Anti-Terrorism and Anti-Money Laundering Regulations. In order to comply with laws, rules and regulations applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, the Issuing Entity agrees to provide, and agrees to cause the Administrator and the Servicer to provide, to the Indenture Trustee upon its request from time to time such identifying information and documentation as may be reasonably available to such party without undue expense in order to enable the Indenture Trustee to comply with applicable law.

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ARTICLE XII

COMPLIANCE WITH THE FDIC RULE

SECTION 12.1    Purpose.

(a)    Each of the Noteholders, the Ally Parties and the Indenture Trustee acknowledges and agrees that the purpose of this Article XII is to facilitate compliance by the Ally Parties with the provisions of the FDIC Rule. Each of the Noteholders, the Ally Parties and the Indenture Trustee acknowledges that the interpretations of the requirements of the FDIC Rule may change over time, whether due to interpretive guidance provided by the FDIC or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees that the provisions set forth in this Article XII shall have the effect and meanings that are appropriate under the FDIC Rule as such meanings change over time on the basis of evolving interpretations of the FDIC Rule.

(b)    If any provision of the FDIC Rule is amended, or any interpretive guidance regarding the FDIC Rule is provided by the FDIC or its staff, as a result of which the Issuing Entity determines that an amendment to this Article XII is necessary or desirable, then the Issuing Entity and the Indenture Trustee shall be authorized and entitled to amend this Article XII in accordance with such FDIC Rule amendment or guidance, provided that the Issuing Entity delivers to the Indenture Trustee an Officer’s Certificate to the effect that (i) such amendment will not have a material adverse effect on the Noteholders or (ii) such amendment is required to remain in compliance with the FDIC Rule. Nothing in this Section 12.1(b) shall limit the rights of the Indenture Trustee pursuant to Section 9.3.

(c)    As used in this Article XII, but subject to the rules of interpretation specified in Section 12.1(a) and Section 12.1(b), references to (i) the “sponsor” shall mean the Seller, (ii) the “issuing entity” shall mean, collectively, the Depositor and the Issuing Entity (except in Section 12.2(e), where such term shall have the meaning in the FDIC Rule), (iii) the “servicer” shall mean the Servicer or Administrator, as applicable, (iv) “obligations” or “securitization obligations” shall mean the Notes and, to the extent permitted by the FDIC Rule, the Certificates, (v) “investors” shall mean the Noteholders and, to the extent permitted by the FDIC Rule, Certificateholders and (vi) “financial assets” and “securitized financial assets” shall mean the Receivables (except in Section 12.2(e), where such term shall have the meaning in the FDIC Rule).

(d)    The Issuing Entity believes that the transactions and actions contemplated by the Basic Documents and the Prospectus comply with the requirements of Section 12.2.

SECTION 12.2    Requirements of FDIC Rule. As required by the FDIC Rule:

(a)    Payment of principal and interest on the securitization obligations must be primarily based on the performance of financial assets that are transferred to the issuing entity and, except for interest rate or currency mismatches between the financial assets and the obligations, shall not be contingent on market or credit events that are independent of such financial assets.

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(b)    The sponsor, issuing entity, and/or servicer, as appropriate, shall make available to investors, information describing the financial assets, obligations, capital structure, compensation of relevant parties, and relevant historical performance data set forth below:

(i)    On or prior to issuance of obligations and at the time of delivery of any periodic distribution report and, in any event, at least once per calendar quarter, while obligations are outstanding, information about the obligations and the securitized financial assets shall be disclosed to all potential investors at the financial asset or pool level, as appropriate for the financial assets, and security-level to enable evaluation and analysis of the credit risk and performance of the obligations and financial assets. Such information and its disclosure, at a minimum, shall comply with the requirements of Regulation AB or any successor disclosure requirements for public issuances, even if the obligations are issued in a private placement or are not otherwise required to be registered; provided, however, that information that is unknown or not available to the sponsor or the issuing entity after reasonable investigation may be omitted if the issuing entity includes a statement in the offering documents disclosing that the specific information is otherwise unavailable;

(ii)    On or prior to issuance of obligations, the structure of the securitization and the credit and payment performance of the obligations shall be disclosed, including the capital or tranche structure, the priority of payments and specific subordination features; representations and warranties made with respect to the financial assets, the remedies for and the time permitted for cure of any breach of representations and warranties, including the repurchase of financial assets, if applicable; liquidity facilities and any credit enhancements permitted by the FDIC Rule, any waterfall triggers or priority of payment reversal features; and policies governing delinquencies, servicer advances, loss mitigation and write-offs of financial assets;

(iii)    While obligations are outstanding, the issuing entity shall provide to investors information with respect to the credit performance of the obligations and the financial assets, including periodic and cumulative financial asset performance data, delinquency and modification data for the financial assets, substitutions and removal of financial assets, servicer advances, as well as losses that were allocated to such tranche and remaining balance of financial assets supporting such tranche, if applicable, and the percentage of each tranche in relation to the securitization as a whole; and

(iv)    The nature and amount of compensation paid to the originator, sponsor, rating agency or third-party advisor, any mortgage or other broker, and the servicer(s), and the extent to which any risk of loss on the underlying assets is retained by any of them for such securitization shall be disclosed. The issuer shall provide to investors while any obligations are outstanding any changes to such information and the amount and nature of payments of any deferred compensation or similar arrangements to any of the parties.

(c)    The sponsor or a majority-owned affiliate of the sponsor shall retain an economic interest in the credit risk of the financial assets in accordance with Regulation RR, 17 C.F.R. §246.1, et seq. (“Regulation RR”), including (1) the restrictions on sale, pledging and hedging set forth therein and (2) any disclosure requirements set forth therein.

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(d)    The obligations shall not be predominantly sold to an affiliate (other than a wholly-owned subsidiary consolidated for accounting and capital purposes with the sponsor) or insider of the sponsor.

(e)    The sponsor shall separately identify in its financial asset data bases the financial assets transferred into any securitization and shall maintain an electronic or paper copy of the closing documents in a readily accessible form, a current list of all of its outstanding securitizations and issuing entities, and the most recent Form 10-K, if applicable, or other periodic financial report for each securitization and issuing entity. The sponsor shall make these records readily available for review by the FDIC promptly upon written request.

(f)    To the extent serving as servicer, custodian or paying agent for the securitization, the sponsor shall not comingle amounts received with respect to the financial assets with its own assets except for the time, not to exceed two business days, necessary to clear any payments received.

SECTION 12.3    Performance. The Issuing Entity agrees to (i) perform the covenants set forth in Section 12.2, except to the extent any such obligation is specifically imposed exclusively on the servicer or the sponsor and (ii) facilitate compliance with this Article XII by all Ally Parties.

SECTION 12.4    [Reserved].

SECTION 12.5    Actions upon Repudiation. Without such actions constituting an acknowledgement or agreement by any investor or any other party to the Basic Documents that the provisions of paragraph (d)(4) of the FDIC Rule are applicable:

(a)    In the event that the Seller becomes the subject of an insolvency proceeding and the FDIC as receiver or conservator for the Seller provides a written notice of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, the Servicer shall determine whether the FDIC in such capacity will pay damages as provided in such paragraph (d)(4)(ii). Upon making such determination, the Servicer shall promptly, and in any event no more than one Business Day thereafter, so notify the Indenture Trustee and the Owner Trustee.

(b)    Following delivery of the notice specified in Section 12.5(a):

(i)    at the direction of the Holders of at least 25% of the Outstanding Amount of the Controlling Class, the Indenture Trustee shall request the Servicer to compute the damages due to the Holders of each Class of Notes pursuant to paragraph (d)(4)(ii) of the FDIC Rule and shall notify the Indenture Trustee, the Owner Trustee and the FDIC of such amounts; and

(ii)    at the direction of the Majority Certificateholders, if the Owner Trustee provides the Servicer with written instructions setting forth the amount of damages claimed by the Certificateholders pursuant to paragraph (d)(4)(ii) of the FDIC Rule, the Servicer shall notify the Indenture Trustee, the Owner Trustee and the FDIC of such claim for damages.

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(c)    If any principal or accrued interest on the Notes remains unpaid upon receipt of the notice specified in Section 12.5(a), the Indenture Trustee shall thereupon determine the date (the “applicable distribution date”) for making a distribution to Noteholders of such damages, which date shall be the earlier of (i) the next Distribution Date on which such damages could be distributed and (ii) the earliest practicable date by which the Indenture Trustee could declare a special distribution date, in each case subject to all applicable provisions of this Indenture, Applicable Law and the procedures of any applicable Clearing Agency. The Indenture Trustee is authorized and instructed to retain possession and control of the Reserve Account and the Collection Account and all amounts on deposit therein.

(d)    When the applicable distribution date is determined, the Servicer shall promptly compute the amount of interest to be paid on each Class of Notes on the applicable distribution date, which interest (unless such applicable distribution date is a Distribution Date) shall be the amount accruing up to the applicable distribution date and which shall be computed by pro rating the amount that would otherwise be payable on the next succeeding Distribution Date on the basis of (x) the number (in the case of Notes other than the Class A-1 Notes, not to exceed 30) of days elapsed from such preceding Distribution Date based on a 360 day year divided by (y) 30. The Servicer shall notify the Indenture Trustee of the applicable amounts of principal and interest to be paid on each Class of Notes and the total of such amounts (such total, the “aggregate Note amount”) not later than the Business Day following the day on which the applicable distribution date is determined.

(e)    If the applicable distribution date is a special distribution date, the Indenture Trustee shall (i) declare such special distribution date (the record date for which shall be the close of business on the day immediately preceding such special distribution date), (ii) declare a special distribution to Noteholders consisting of unpaid interest on each Note and the outstanding principal balance of each Note and (iii) deliver notice to the Noteholders and the Servicer (which shall deliver such notice to the Owner Trustee) of such special distribution date and special distribution.

(f)    Following payment by the FDIC of any damages described in Section 12.5(a),

(i)    such damages shall be deposited, first, into the Note Distribution Account (in an amount equal to the lesser of the (x) the aggregate Note amount and (y) the amount of such damages) and, second, into the Certificate Distribution Account (in the amount of such damages, if any, remaining after making the deposit described in clause first);

(ii)    the Servicer shall promptly, and no later than one Business Day after such damages have been paid by the FDIC, (x) compute the amount, if any, required to be withdrawn from available funds in the Reserve Account (and, if necessary, the Collection Account) and transferred to the Note Distribution Account so that the amount on deposit in the Note Distribution Account shall equal the aggregate Note amount, if any and (y) promptly inform the Indenture Trustee and Owner Trustee of such computations; and

(iii)    on the applicable distribution date, the Indenture Trustee shall, based on the computations in Section 12.5(f)(ii), first, withdraw from monies on deposit in the Reserve Account and, if necessary, monies on deposit in the Collection Account the amount so

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computed and cause such amount to be deposited into the Note Distribution Account and second, cause all amounts deposited in the Note Distribution Account pursuant to this Section 12.5 to be applied in accordance with Section 2.7(c), to the extent of the amounts available for application pursuant thereto (but distributing to each class the amount of interest computed by the Servicer pursuant to Section 12.5(d), rather than the amount specified in Section 2.7(c)).

(g)    As promptly as practicable after giving effect to the distributions in Section 12.5(f), any funds remaining in the Note Distribution Account, the Certificate Distribution Account, the Collection Account and the Reserve Account shall be distributed on the earlier of (x) the date, if any, specified in the Trust Agreement and (y) the following Distribution Date (or on such applicable distribution date, if it is a Distribution Date), such distributions to be made in accordance with the applicable provisions of the Basic Documents, with the Servicer to adjust the amounts of such distributions in the Servicer’s Accounting to take into account the amounts distributed on the applicable distribution date.

SECTION 12.6    Notice.

(a)    In the event that the Seller becomes the subject of an insolvency proceeding and the FDIC as receiver or conservator provides a written notice of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, the Person receiving such notice shall promptly deliver such notice to each of the Ally Parties, the Indenture Trustee and the Owner Trustee.

(b)    If the FDIC (i) is appointed as a conservator or receiver of the Seller and (ii) is in default in the payment of principal or interest on the Notes when due following the expiration of any cure period hereunder or under the other Basic Documents, the Indenture Trustee at the direction of the Holders of at least 25% of the Outstanding Amount of the Controlling Class, the Servicer or a Noteholder shall be entitled to deliver written notice to the FDIC requesting the exercise of contractual rights hereunder and under the other Basic Documents.

(c)    If (i) the FDIC is appointed as a conservator or receiver of the Seller, (ii) the Notes have been paid in full and (iii) the FDIC is in default in the payment of any amounts due to Certificateholders following the expiration of any cure period hereunder or under the other Basic Documents, the Owner Trustee at the direction of the Majority Certificateholders or a Certificateholder shall be entitled to deliver written notice to the FDIC requesting the exercise of contractual rights hereunder and under the other Basic Documents.

SECTION 12.7    Reservation of Rights. Notwithstanding anything herein to the contrary, neither the inclusion of this Article XII in this Indenture nor the compliance by any Person with, or the acknowledgment by any Person of, this Article’s provisions (a) constitutes an agreement or acknowledgment by any Person that, in the case of an insolvency proceeding with respect to Ally Bank, a receiver or conservator will have any rights with respect to the Trust Estate or (b) shall be deemed to limit in any way whatsoever the right of any Person to contest any decision, assertion or other action taken or made by such a receiver or conservator in respect of the obligations or the Basic Documents, including any such action seeking to apply the FDIC Rule, or the provisions of paragraph (d)(4) of the FDIC Rule rather than paragraph (d)(3) thereof, to the transactions contemplated by the Basic Documents.

*    *    *    *    *

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IN WITNESS WHEREOF, the Issuing Entity and the Indenture Trustee have caused this Indenture to be duly executed by their respective officers, thereunto duly authorized, as of the day and year first above written.

ALLY AUTO RECEIVABLES TRUST 2017-3
By:	BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee
By:
Name:
Title:
DEUTSCHE BANK NATIONAL TRUST COMPANY for DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Indenture Trustee
By:
Name:
Title:
By:
Name:
Title:

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EXHIBIT A

LOCATIONS OF SCHEDULE OF RECEIVABLES

The Schedule of Receivables is on file at the offices of:

1. The Indenture Trustee

2. The Owner Trustee

3. The Servicer

4. The Seller

5. The Depositor

Ex. A

EXHIBIT B

NOTE DEPOSITORY AGREEMENT FOR THE NOTES

Ex. B

EXHIBIT C-1

FORM OF CLASS A-1 FIXED RATE ASSET BACKED NOTES

REGISTERED $[                    ]

NO. R-

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. 02007E AA6

[THIS RULE 144A GLOBAL CLASS A-1 NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS RULE 144A GLOBAL CLASS A-1 NOTE (OR INTEREST THEREIN) THE HOLDER OF THIS RULE 144A GLOBAL CLASS A-1 NOTE (OR SUCH INTEREST) IF, OTHER THAN THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, IS DEEMED TO REPRESENT TO THE DEPOSITOR AND THE INDENTURE TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT AND IS ACQUIRING THIS RULE 144A GLOBAL CLASS A-1 NOTE (OR INTEREST THEREIN) FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS).

NO SALE, PLEDGE OR OTHER TRANSFER OF THIS RULE 144A GLOBAL CLASS A-1 NOTE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE IS MADE TO THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, (ii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A), ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE “QUALIFIED INSTITUTIONAL BUYERS”) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (iii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN WHICH CASE (A) THE INDENTURE TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR, AND (B) THE INDENTURE TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE

Ex. C-1-1

DEPOSITOR, THE ADMINISTRATOR, THE SERVICER, THE ISSUING ENTITY OR THE INDENTURE TRUSTEE) SATISFACTORY TO THE DEPOSITOR AND THE INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE U.S. SECURITIES ACT.]

EACH CLASS A-1 NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS A-1 NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS A-1 NOTE WILL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (B) A “PLAN” SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY OR (D) ANY OTHER PLAN THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE OR (II) THE ACQUISITION AND HOLDING OF THE NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW.

EACH CLASS A-1 NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS A-1 NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS A-1 NOTE, COVENANTS AND AGREES THAT NO RECOURSE MAY BE TAKEN, DIRECTLY OR INDIRECTLY, WITH RESPECT TO THE OBLIGATIONS OF THE ISSUING ENTITY, THE OWNER TRUSTEE OR THE INDENTURE TRUSTEE ON THE CLASS A-1 NOTES OR UNDER THE INDENTURE OR ANY CERTIFICATE OR OTHER WRITING DELIVERED IN CONNECTION THEREWITH, AGAINST (i) THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, (ii) THE DEPOSITOR OR ANY OTHER OWNER OF A BENEFICIAL INTEREST IN THE ISSUING ENTITY OR (iii) ANY PARTNER, OWNER, BENEFICIARY, AGENT, OFFICER, DIRECTOR OR EMPLOYEE OF THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, ANY HOLDER OF A BENEFICIAL INTEREST IN THE ISSUING ENTITY, THE OWNER TRUSTEE OR THE INDENTURE TRUSTEE OR OF ANY SUCCESSOR OR ASSIGN OF THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, EXCEPT AS ANY SUCH PERSON MAY HAVE EXPRESSLY AGREED AND EXCEPT THAT ANY SUCH PARTNER, OWNER OR BENEFICIARY SHALL BE FULLY LIABLE, TO THE EXTENT PROVIDED BY APPLICABLE LAW, FOR ANY UNPAID CONSIDERATION FOR STOCK, UNPAID CAPITAL CONTRIBUTION OR FAILURE TO PAY ANY INSTALLMENT OR CALL OWING TO SUCH ENTITY.

EACH CLASS A-1 NOTEHOLDER OR NOTE OWNER, BY ITS ACCEPTANCE OF A CLASS A-1 NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS A-1 NOTE, COVENANTS AND AGREES THAT BY ACCEPTING THE BENEFITS OF THE INDENTURE SUCH CLASS A-1 NOTEHOLDER OR NOTE OWNER

Ex. C-1-2

WILL NOT, PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE TERMINATION OF THE INDENTURE WITH RESPECT TO THE ISSUING ENTITY, ACQUIESCE, PETITION OR OTHERWISE INVOKE OR CAUSE THE DEPOSITOR OR THE ISSUING ENTITY TO INVOKE THE PROCESS OF ANY COURT OR GOVERNMENT AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING A CASE AGAINST THE DEPOSITOR OR THE ISSUING ENTITY 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 DEPOSITOR OR THE ISSUING ENTITY OR ANY SUBSTANTIAL PART OF THE PROPERTY OF EITHER OF THEM, OR ORDERING THE WINDING UP OR LIQUIDATION OF THE AFFAIRS OF THE DEPOSITOR OR THE ISSUING ENTITY UNDER ANY FEDERAL OR STATE BANKRUPTCY OR INSOLVENCY PROCEEDING.

EACH CLASS A-1 NOTEHOLDER BY ACCEPTING A NOTE (OR ANY INTEREST THEREIN) ACKNOWLEDGES THAT SUCH PERSON’S NOTE (OR INTEREST THEREIN) REPRESENTS BENEFICIAL INTERESTS IN THE ISSUING ENTITY ONLY AND DOES NOT REPRESENT INTERESTS IN OR OBLIGATIONS OF THE DEPOSITOR, THE SERVICER, THE ADMINISTRATOR, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE OR ANY AFFILIATE THEREOF AND NO RECOURSE, EITHER DIRECTLY OR INDIRECTLY, MAY BE HAD AGAINST SUCH PARTIES OR THEIR ASSETS, EXCEPT AS MAY BE EXPRESSLY SET FORTH OR CONTEMPLATED IN THE BASIC DOCUMENTS. EACH CLASS A-1 NOTEHOLDER BY THE ACCEPTANCE OF A NOTE (OR BENEFICIAL INTEREST THEREIN) AGREES THAT EXCEPT AS EXPRESSLY PROVIDED IN THE BASIC DOCUMENTS, IN THE EVENT OF NONPAYMENT OF ANY AMOUNTS WITH RESPECT TO THE NOTES, IT SHALL HAVE NO CLAIM AGAINST ANY OF THE DEPOSITOR, THE SERVICER, THE ADMINISTRATOR, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE OR ANY AFFILIATE FOR ANY DEFICIENCY, LOSS OR CLAIM THEREFROM. IN THE EVENT THAT ANY OF THE FOREGOING COVENANTS OF EACH CLASS A-1 NOTEHOLDER IS PROHIBITED BY, OR DECLARED ILLEGAL OR OTHERWISE UNENFORCEABLE AGAINST ANY SUCH CLASS A-1 NOTEHOLDER UNDER APPLICABLE LAW BY ANY COURT OR OTHER AUTHORITY OF COMPETENT JURISDICTION, AND, AS A RESULT, A CLASS A-1 NOTEHOLDER IS DEEMED TO HAVE AN INTEREST IN ANY ASSETS OF THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR OTHER THAN THE ISSUING ENTITY, EACH CLASS A-1 NOTEHOLDER AGREES THAT (I) ITS CLAIM AGAINST ANY SUCH OTHER ASSETS SHALL BE, AND HEREBY IS, SUBJECT AND SUBORDINATE IN ALL RESPECTS TO THE RIGHTS OF OTHER PERSONS TO WHOM RIGHTS IN THE OTHER ASSETS HAVE BEEN EXPRESSLY GRANTED, INCLUDING TO THE PAYMENT IN FULL OF ALL AMOUNTS OWING TO SUCH ENTITLED PERSONS, AND (II) THE COVENANT SET FORTH IN THE PRECEDING CLAUSE (I) CONSTITUTES A “SUBORDINATION AGREEMENT” WITHIN THE MEANING OF, AND SUBJECT TO, SECTION 510(A) OF THE BANKRUPTCY CODE.

EACH CLASS A-1 NOTEHOLDER OR NOTE OWNER (EXCEPT A CLASS A-1 NOTEHOLDER WHICH IS CONSIDERED FOR FEDERAL INCOME TAX PURPOSES THE ISSUER OF THE NOTE (OR IS DISREGARDED AS AN ENTITY SEPARATE FROM SUCH

Ex. C-1-3

ISSUER)), BY ACCEPTANCE OF A CLASS A-1 NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS A-1 NOTE, EXPRESSES ITS INTENTION THAT THIS CLASS A-1 NOTE QUALIFIES UNDER APPLICABLE TAX LAW AS INDEBTEDNESS SECURED BY THE COLLATERAL AND, UNLESS OTHERWISE REQUIRED BY APPROPRIATE TAXING AUTHORITIES, AGREES TO TREAT THE CLASS A-1 NOTES AS INDEBTEDNESS SECURED BY THE COLLATERAL FOR THE PURPOSE OF FEDERAL INCOME TAXES (TO THE EXTENT THE CLASS A-1 NOTES ARE TREATED AS BENEFICIALLY OWNED BY A PERSON OTHER THAN ALLY BANK OR ITS AFFILIATES), STATE AND LOCAL INCOME AND FRANCHISE TAXES, AND ANY OTHER TAXES IMPOSED UPON, MEASURED BY OR BASED UPON GROSS RECEIPTS OR GROSS OR NET INCOME.

EACH CLASS A-1 NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS A-1 NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS A-1 NOTE, ACKNOWLEDGES AND AGREES THAT THE PURPOSE OF ARTICLE XII OF THE INDENTURE IS TO FACILITATE COMPLIANCE WITH THE FDIC RULE BY THE SELLER, THE DEPOSITOR, THE SERVICER AND THE ISSUING ENTITY AND THAT THE INTERPRETATIONS OF THE REQUIREMENTS OF THE FDIC RULE MAY CHANGE OVER TIME, WHETHER DUE TO INTERPRETIVE GUIDANCE PROVIDED BY THE FDIC OR ITS STAFF, CONSENSUS AMONG PARTICIPANTS IN THE ASSET-BACKED SECURITIES MARKETS, ADVICE OF COUNSEL, OR OTHERWISE, AND AGREES THAT THE PROVISIONS SET FORTH IN ARTICLE XII OF THE INDENTURE SHALL HAVE THE EFFECT AND MEANINGS THAT ARE APPROPRIATE UNDER THE FDIC RULE AS SUCH MEANINGS CHANGE OVER TIME ON THE BASIS OF EVOLVING INTERPRETATIONS OF THE FDIC RULE.

[Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuing Entity or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]

THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

ALLY AUTO RECEIVABLES TRUST 2017-3

CLASS A-1 1.10000% ASSET BACKED NOTES

ALLY AUTO RECEIVABLES TRUST 2017-3, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to [                    ][Cede & Co., or registered assigns,] the principal sum of [                    ] DOLLARS ($[        ]) or such lesser outstanding amount

Ex. C-1-4

as may be payable in accordance with the Indenture (as defined on the reverse side of this Note), on each Distribution Date, in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is the initial principal amount hereof and the denominator of which is the aggregate initial principal amount for such Class A-1 Notes by (ii) the aggregate amount, if any, payable on such Distribution Date from the Note Distribution Account in respect of principal on the Class A-1 Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on June 15, 2018 (the “Final Scheduled Distribution Date”) unless this Class A-1 Note is earlier redeemed pursuant to Section 10.1 of the Indenture, in which case such unpaid principal amount shall be due on the Redemption Date. The Issuing Entity shall pay interest on this Class A-1 Note at the rate per annum shown above on each Distribution Date until the principal of this Class A-1 Note is paid or made available for payment on the principal amount of this Class A-1 Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date (or, for the initial Distribution Date, the outstanding principal balance on the Closing Date)). Interest on the Class A-1 Notes will accrue from and including the Closing Date and will be payable on each Distribution Date in an amount equal to the Note Class Interest Distributable Amount for such Distribution Date for the Class A-1 Notes. Interest will be computed on the basis of actual number of days elapsed from and including the prior Distribution Date (or, in the case of the first Distribution Date, from and including the Closing Date) to but excluding the current Distribution Date and a 360-day year. Such principal of and interest on this Class A-1 Note shall be paid in the manner specified on the reverse hereof. All interest payments on each class of Notes on any Distribution Date shall be made pro rata to the Noteholders of such class entitled thereto.

The principal of and interest on this Class A-1 Note are payable in such coin or currency of the United States of America which, at the time of payment, is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Class A-1 Note shall be applied first to interest due and payable on this Class A-1 Note as provided above and then to the unpaid principal of this Class A-1 Note.

Reference is made to the further provisions of this Class A-1 Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Class A-1 Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Class A-1 Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

Ex. C-1-5

IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Dated: May 24, 2017
ALLY AUTO RECEIVABLES TRUST 2017-3
By:	BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee
By:
Name:
Title:

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designed above and referred to in the within-mentioned Indenture.

DEUTSCHE BANK NATIONAL TRUST COMPANY for DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Indenture Trustee

By:

Name:

Title:

Ex. C-1-6

REVERSE OF NOTE

This Note is one of a duly authorized issue of Notes of the Issuing Entity, designated as its Class A-1 1.10000% Asset Backed Notes (herein called the “Class A-1 Notes”), all issued under an indenture, dated as of May 24, 2017 (such indenture, as amended or supplemented, is herein called the “Indenture”), between the Issuing Entity and Deutsche Bank Trust Company Americas, as trustee (the “Indenture Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Noteholders. The Class A-1 Notes are one of several duly authorized classes of Notes of the Issuing Entity issued pursuant to the Indenture (collectively, as to all Notes of all such classes, the “Notes”). The Notes are governed by and subject to all terms of the Indenture (which terms are incorporated herein and made a part hereof), to which Indenture the Holder of this Class A-1 Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this Class A-1 Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture.

The Class A-1 Notes and all other Notes issued pursuant to the Indenture are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the Indenture.

Each Class A-1 Noteholder or Note Owner, by acceptance of a Class A-1 Note or, in the case of a Note Owner, a beneficial interest in a Class A-1 Note will be deemed to represent and warrant that either (i) it is not acquiring the Note with the assets of (a) an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to the provisions of Title I of ERISA, (b) a “plan” subject to Section 4975 of the Code, (c) an entity whose underlying assets include plan assets by reason of investment by an employee benefit plan or plan in such entity or (d) any other plan that is subject to any law that is substantially similar to Title I of ERISA or Section 4975 of the Code or (ii) the acquisition and holding of the Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any substantially similar applicable law.

Each Noteholder or Note Owner, by acceptance of a Class A-1 Note or, in the case of a Note Owner, a beneficial interest in a Class A-1 Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) the Depositor or any other owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Ex. C-1-7

Each Noteholder or Note Owner, by acceptance of a Class A-1 Note or, in the case of a Note Owner, a beneficial interest in a Class A-1 Note, covenants and agrees that by accepting the benefits of the Indenture such Noteholder or Note Owner will not, prior to the date which is one year and one day after the termination of the Indenture with respect to the Issuing Entity, acquiesce, petition or otherwise invoke or cause the Depositor or the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Depositor or the Issuing Entity 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 Depositor or the Issuing Entity or any substantial part of the property of either of them, or ordering the winding up or liquidation of the affairs of the Depositor or the Issuing Entity under any federal or State bankruptcy or insolvency proceeding.

Each Noteholder or holder of an interest in a Class A-1 Note, by acceptance of such Class A-1 Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in a Class A-1 Note, by acceptance of such Class A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in a Class A-1 Note that fails to comply with the requirements of the preceding sentence.

Each Noteholder by accepting a Class A-1 Note (or any interest therein) acknowledges that such Person’s Class A-1 Note (or interest therein) represents beneficial interests in the Issuing Entity only and does not represent interests in or obligations of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in the Basic Documents. Each Noteholder by the acceptance of a Class A-1 Note (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Class A-1 Notes, it shall have no claim against any of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Noteholder is prohibited by, or declared illegal or otherwise unenforceable against any such Noteholder under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Noteholder is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Issuing Entity, each Noteholder agrees that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

Except a Noteholder which is considered for federal income tax purposes the issuer of the Class A-1 Note (or is disregarded as an entity separate from such issuer), each Noteholder, by acceptance of a Class A-1 Note or, in the case of a Note Owner, a beneficial

Ex. C-1-8

interest in a Class A-1 Note, expresses its intention that this Class A-1 Note qualifies under applicable tax law as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat the Class A-1 Notes as indebtedness secured by the Collateral for the purpose of federal income taxes (to the extent the Class A-1 Notes are treated as beneficially owned by a person other than Ally Bank or its affiliates), State and local income and franchise taxes, and any other taxes imposed upon, measured by or based upon gross or net income.

Prior to the due presentment for registration of transfer of this Class A-1 Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture Trustee may treat the Person in whose name this Class A-1 Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class A-1 Note shall be overdue, and none of the Issuing Entity, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

Each Class A-1 Noteholder or Note Owner, by acceptance of a Class A-1 Note or, in the case of a Note Owner, a beneficial interest in a Class A-1 Note, acknowledges and agrees that the purpose of Article XII of the Indenture is to facilitate compliance with the FDIC Rule by the Seller, the Depositor, the Servicer and the Issuing Entity and that the interpretations of the requirements of the FDIC Rule may change over time, whether due to interpretive guidance provided by the FDIC or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees that the provisions set forth in Article XII of the Indenture shall have the effect and meanings that are appropriate under the FDIC Rule as such meanings change over time on the basis of evolving interpretations of the FDIC Rule.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity and the rights of the Noteholders under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes representing a majority of the Outstanding Amount of the Controlling Class. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the Class A-1 Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class A-1 Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Class A-1 Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class A-1 Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders.

The term “Issuing Entity” as used in this Class A-1 Note includes any successor to the Issuing Entity under the Indenture.

The Issuing Entity is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

Ex. C-1-9

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Class A-1 Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Class A-1 Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Class A-1 Note at the times, place and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither the Depositor, the Servicer, the Indenture Trustee nor the Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Class A-1 Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Owner Trustee solely as the Owner Trustee in the assets of the Issuing Entity. The Holder of this Class A-1 Note by the acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Class A-1 Note.

Ex. C-1-10

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                                               

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                         , as attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:	1
	Signature Guaranteed:

¹  NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

Ex. C-1-11

EXHIBIT C-2

FORM OF CLASS A-2, CLASS A-3 AND CLASS A-4 FIXED RATE ASSET BACKED NOTES

REGISTERED	$[                    ]
NO. R-

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO.                     

[THIS RULE 144A GLOBAL [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS RULE 144A GLOBAL [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTE (OR INTEREST THEREIN) THE HOLDER OF THIS RULE 144A GLOBAL [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTE (OR SUCH INTEREST) IF, OTHER THAN THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, IS DEEMED TO REPRESENT TO THE DEPOSITOR AND THE INDENTURE TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT AND IS ACQUIRING THIS RULE 144A GLOBAL [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTE (OR INTEREST THEREIN) FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS).

NO SALE, PLEDGE OR OTHER TRANSFER OF THIS RULE 144A GLOBAL [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE IS MADE TO THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, (ii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A), ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE “QUALIFIED INSTITUTIONAL BUYERS”) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (iii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN WHICH CASE (A) THE INDENTURE TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION

Ex. C-2-1

SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR, AND (B) THE INDENTURE TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE DEPOSITOR, THE ADMINISTRATOR, THE SERVICER, THE ISSUING ENTITY OR THE INDENTURE TRUSTEE) SATISFACTORY TO THE DEPOSITOR AND THE INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE U.S. SECURITIES ACT.]

EACH [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTE WILL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (B) A “PLAN” SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY OR (D) ANY OTHER PLAN THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE OR (II) THE ACQUISITION AND HOLDING OF THE NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW.

EACH [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTE, COVENANTS AND AGREES THAT NO RECOURSE MAY BE TAKEN, DIRECTLY OR INDIRECTLY, WITH RESPECT TO THE OBLIGATIONS OF THE ISSUING ENTITY, THE OWNER TRUSTEE OR THE INDENTURE TRUSTEE ON THE [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTES OR UNDER THE INDENTURE OR ANY CERTIFICATE OR OTHER WRITING DELIVERED IN CONNECTION THEREWITH, AGAINST (i) THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, (ii) THE DEPOSITOR OR ANY OTHER OWNER OF A BENEFICIAL INTEREST IN THE ISSUING ENTITY OR (iii) ANY PARTNER, OWNER, BENEFICIARY, AGENT, OFFICER, DIRECTOR OR EMPLOYEE OF THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, ANY HOLDER OF A BENEFICIAL INTEREST IN THE ISSUING ENTITY, THE OWNER TRUSTEE OR THE INDENTURE TRUSTEE OR OF ANY SUCCESSOR OR ASSIGN OF THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, EXCEPT AS ANY SUCH PERSON MAY HAVE EXPRESSLY AGREED AND EXCEPT THAT ANY SUCH PARTNER, OWNER OR BENEFICIARY SHALL BE FULLY LIABLE, TO THE EXTENT PROVIDED BY APPLICABLE LAW, FOR ANY UNPAID CONSIDERATION FOR STOCK, UNPAID CAPITAL CONTRIBUTION OR FAILURE TO PAY ANY INSTALLMENT OR CALL OWING TO SUCH ENTITY.

Ex. C-2-2

EACH [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTEHOLDER OR NOTE OWNER, BY ITS ACCEPTANCE OF A [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTE, COVENANTS AND AGREES THAT BY ACCEPTING THE BENEFITS OF THE INDENTURE SUCH [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTEHOLDER OR NOTE OWNER WILL NOT, PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE TERMINATION OF THE INDENTURE WITH RESPECT TO THE ISSUING ENTITY, ACQUIESCE, PETITION OR OTHERWISE INVOKE OR CAUSE THE DEPOSITOR OR THE ISSUING ENTITY TO INVOKE THE PROCESS OF ANY COURT OR GOVERNMENT AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING A CASE AGAINST THE DEPOSITOR OR THE ISSUING ENTITY 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 DEPOSITOR OR THE ISSUING ENTITY OR ANY SUBSTANTIAL PART OF THE PROPERTY OF EITHER OF THEM, OR ORDERING THE WINDING UP OR LIQUIDATION OF THE AFFAIRS OF THE DEPOSITOR OR THE ISSUING ENTITY UNDER ANY FEDERAL OR STATE BANKRUPTCY OR INSOLVENCY PROCEEDING.

EACH [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTEHOLDER BY ACCEPTING A NOTE (OR ANY INTEREST THEREIN) ACKNOWLEDGES THAT SUCH PERSON’S NOTE (OR INTEREST THEREIN) REPRESENTS BENEFICIAL INTERESTS IN THE ISSUING ENTITY ONLY AND DOES NOT REPRESENT INTERESTS IN OR OBLIGATIONS OF THE DEPOSITOR, THE SERVICER, THE ADMINISTRATOR, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE OR ANY AFFILIATE THEREOF AND NO RECOURSE, EITHER DIRECTLY OR INDIRECTLY, MAY BE HAD AGAINST SUCH PARTIES OR THEIR ASSETS, EXCEPT AS MAY BE EXPRESSLY SET FORTH OR CONTEMPLATED IN THE BASIC DOCUMENTS. EACH [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTEHOLDER BY THE ACCEPTANCE OF A NOTE (OR BENEFICIAL INTEREST THEREIN) AGREES THAT EXCEPT AS EXPRESSLY PROVIDED IN THE BASIC DOCUMENTS, IN THE EVENT OF NONPAYMENT OF ANY AMOUNTS WITH RESPECT TO THE NOTES, IT SHALL HAVE NO CLAIM AGAINST ANY OF THE DEPOSITOR, THE SERVICER, THE ADMINISTRATOR, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE OR ANY AFFILIATE FOR ANY DEFICIENCY, LOSS OR CLAIM THEREFROM. IN THE EVENT THAT ANY OF THE FOREGOING COVENANTS OF EACH [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTEHOLDER IS PROHIBITED BY, OR DECLARED ILLEGAL OR OTHERWISE UNENFORCEABLE AGAINST ANY SUCH [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTEHOLDER UNDER APPLICABLE LAW BY ANY COURT OR OTHER AUTHORITY OF COMPETENT JURISDICTION, AND, AS A RESULT, A [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTEHOLDER IS DEEMED TO HAVE AN INTEREST IN ANY ASSETS OF THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR OTHER THAN THE ISSUING ENTITY, EACH [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTEHOLDER AGREES THAT (I) ITS CLAIM AGAINST ANY SUCH OTHER ASSETS SHALL BE, AND HEREBY IS, SUBJECT AND SUBORDINATE IN ALL RESPECTS TO THE RIGHTS OF OTHER PERSONS TO WHOM RIGHTS IN THE OTHER ASSETS HAVE BEEN EXPRESSLY GRANTED, INCLUDING TO THE PAYMENT IN FULL OF ALL AMOUNTS OWING TO SUCH ENTITLED PERSONS, AND (II) THE

Ex. C-2-3

COVENANT SET FORTH IN THE PRECEDING CLAUSE (I) CONSTITUTES A “SUBORDINATION AGREEMENT” WITHIN THE MEANING OF, AND SUBJECT TO, SECTION 510(A) OF THE BANKRUPTCY CODE.

EACH [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTEHOLDER OR NOTE OWNER (EXCEPT A [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTEHOLDER WHICH IS CONSIDERED FOR FEDERAL INCOME TAX PURPOSES THE ISSUER OF THE NOTE (OR IS DISREGARDED AS AN ENTITY SEPARATE FROM SUCH ISSUER)), BY ACCEPTANCE OF A [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTE, EXPRESSES ITS INTENTION THAT THIS [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTE QUALIFIES UNDER APPLICABLE TAX LAW AS INDEBTEDNESS SECURED BY THE COLLATERAL AND, UNLESS OTHERWISE REQUIRED BY APPROPRIATE TAXING AUTHORITIES, AGREES TO TREAT THE [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTES AS INDEBTEDNESS SECURED BY THE COLLATERAL FOR THE PURPOSE OF FEDERAL INCOME TAXES (TO THE EXTENT THE [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTES ARE TREATED AS BENEFICIALLY OWNED BY A PERSON OTHER THAN ALLY BANK OR ITS AFFILIATES), STATE AND LOCAL INCOME AND FRANCHISE TAXES, AND ANY OTHER TAXES IMPOSED UPON, MEASURED BY OR BASED UPON GROSS RECEIPTS OR GROSS OR NET INCOME.

EACH [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTE, ACKNOWLEDGES AND AGREES THAT THE PURPOSE OF ARTICLE XII OF THE INDENTURE IS TO FACILITATE COMPLIANCE WITH THE FDIC RULE BY THE SELLER, THE DEPOSITOR, THE SERVICER AND THE ISSUING ENTITY AND THAT THE INTERPRETATIONS OF THE REQUIREMENTS OF THE FDIC RULE MAY CHANGE OVER TIME, WHETHER DUE TO INTERPRETIVE GUIDANCE PROVIDED BY THE FDIC OR ITS STAFF, CONSENSUS AMONG PARTICIPANTS IN THE ASSET-BACKED SECURITIES MARKETS, ADVICE OF COUNSEL, OR OTHERWISE, AND AGREES THAT THE PROVISIONS SET FORTH IN ARTICLE XII OF THE INDENTURE SHALL HAVE THE EFFECT AND MEANINGS THAT ARE APPROPRIATE UNDER THE FDIC RULE AS SUCH MEANINGS CHANGE OVER TIME ON THE BASIS OF EVOLVING INTERPRETATIONS OF THE FDIC RULE.

[Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuing Entity or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]

THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

Ex. C-2-4

ALLY AUTO RECEIVABLES TRUST 2017-3

[CLASS A-2] [CLASS A-3] [CLASS A-4]     % ASSET BACKED NOTES

ALLY AUTO RECEIVABLES TRUST 2017-3, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to [                    ][Cede & Co., or registered assigns,] the principal sum of [                    ] DOLLARS ($[        ]) or such lesser outstanding amount as may be payable in accordance with the Indenture (as defined on the reverse side of this Note), on each Distribution Date, in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is the initial principal amount hereof and the denominator of which is the aggregate initial principal amount for such [Class A-2] [Class A-3] [Class A-4] Notes by (ii) the aggregate amount, if any, payable on such Distribution Date from the Note Distribution Account in respect of principal on the [Class A-2] [Class A-3] [Class A-4] Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on [                    ] (the “Final Scheduled Distribution Date”) unless this [Class A-2] [Class A-3] [Class A-4] Note is earlier redeemed pursuant to Section 10.1 of the Indenture, in which case such unpaid principal amount shall be due on the Redemption Date. The Issuing Entity shall pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date (or, for the initial Distribution Date, the outstanding principal balance on the Closing Date)). Interest on the [Class A-2] [Class A-3] [Class A-4] Notes will accrue from and including the Closing Date and will be payable on each Distribution Date in an amount equal to the Note Class Interest Distributable Amount for such Distribution Date for the [Class A-2] [Class A-3] [Class A-4] Notes. Interest will be computed on the basis of a 360-day year of twelve 30-day months (or, in the case of the initial Distribution Date, a 21 day period). Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. All interest payments on each class of Notes on any Distribution Date shall be made pro rata to the Noteholders of such class entitled thereto.

The principal of and interest on this Note are payable in such coin or currency of the United States of America which, at the time of payment, is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

Ex. C-2-5

IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Dated: May 24, 2017

ALLY AUTO RECEIVABLES TRUST 2017-3
By:	BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee
By:
Name:
Title:

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designed above and referred to in the within-mentioned Indenture.

DEUTSCHE BANK NATIONAL TRUST COMPANY for DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Indenture Trustee

By:

Name:

Title:

Ex. C-2-6

REVERSE OF NOTE

This Note is one of a duly authorized issue of Notes of the Issuing Entity, designated as [Class A-2] [Class A-3] [Class A-4] [    ]% Asset Backed Notes (herein called the “[Class A-2] [Class A-3] [Class A-4] Notes”), all issued under an indenture, dated as of May 24, 2017 (such indenture, as amended or supplemented, is herein called the “Indenture”), between the Issuing Entity and Deutsche Bank Trust Company Americas, as trustee (the “Indenture Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Noteholders. The [Class A-2] [Class A-3] [Class A-4] Notes are one of several duly authorized classes of Notes of the Issuing Entity issued pursuant to the Indenture (collectively, as to all Notes of all such classes, the “Notes”). The Notes are governed by and subject to all terms of the Indenture (which terms are incorporated herein and made a part hereof), to which Indenture the Holder of this [Class A-2] [Class A-3] [Class A-4] Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this [Class A-2] [Class A-3] [Class A-4] Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture.

The [Class A-2] [Class A-3] [Class A-4] Notes and all other Notes issued pursuant to the Indenture are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the Indenture.

Each [Class A-2] [Class A-3] [Class A-4] Noteholder or Note Owner, by acceptance of a [Class A-2] [Class A-3] [Class A-4] Note or, in the case of a Note Owner, a beneficial interest in a [Class A-2] [Class A-3] [Class A-4] Note will be deemed to represent and warrant that either (i) it is not acquiring the Note with the assets of (a) an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to the provisions of Title I of ERISA, (b) a “plan” subject to Section 4975 of the Code, (c) an entity whose underlying assets include plan assets by reason of investment by an employee benefit plan or plan in such entity or (d) any other plan that is subject to any law that is substantially similar to Title I of ERISA or Section 4975 of the Code or (ii) the acquisition and holding of the Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any substantially similar applicable law.

Each Noteholder or Note Owner, by acceptance of a [Class A-2] [Class A-3] [Class A-4] Note or, in the case of a Note Owner, a beneficial interest in a [Class A-2] [Class A-3] [Class A-4] Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) the Depositor or any other owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Ex. C-2-7

Each Noteholder or Note Owner, by acceptance of a [Class A-2] [Class A-3] [Class A-4] Note or, in the case of a Note Owner, a beneficial interest in a [Class A-2] [Class A-3] [Class A-4] Note, covenants and agrees that by accepting the benefits of the Indenture such Noteholder or Note Owner will not, prior to the date which is one year and one day after the termination of the Indenture with respect to the Issuing Entity, acquiesce, petition or otherwise invoke or cause the Depositor or the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Depositor or the Issuing Entity 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 Depositor or the Issuing Entity or any substantial part of the property of either of them, or ordering the winding up or liquidation of the affairs of the Depositor or the Issuing Entity under any federal or State bankruptcy or insolvency proceeding.

Each Noteholder or holder of an interest in a [Class A-2] [Class A-3] [Class A-4] Note, by acceptance of such [Class A-2] [Class A-3] [Class A-4] Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in a [Class A-2] [Class A-3] [Class A-4] Note, by acceptance of such [Class A-2] [Class A-3] [Class A-4] Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in a [Class A-2] [Class A-3] [Class A-4] Note that fails to comply with the requirements of the preceding sentence.

Each Noteholder by accepting a [Class A-2] [Class A-3] [Class A-4] Note (or any interest therein) acknowledges that such Person’s [Class A-2] [Class A-3] [Class A-4] Note (or interest therein) represents beneficial interests in the Issuing Entity only and does not represent interests in or obligations of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in the Basic Documents. Each Noteholder by the acceptance of a [Class A-2] [Class A-3] [Class A-4] Note (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the [Class A-2] [Class A-3] [Class A-4] Notes, it shall have no claim against any of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Noteholder is prohibited by, or declared illegal or otherwise unenforceable against any such Noteholder under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Noteholder is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Issuing Entity, each Noteholder agrees that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

Ex. C-2-8

Except a Noteholder which is considered for federal income tax purposes the issuer of the [Class A-2] [Class A-3] [Class A-4] Note (or is disregarded as an entity separate from such issuer), each Noteholder, by acceptance of a [Class A-2] [Class A-3] [Class A-4] Note or, in the case of a Note Owner, a beneficial interest in a [Class A-2] [Class A-3] [Class A-4] Note, expresses its intention that this [Class A-2] [Class A-3] [Class A-4] Note qualifies under applicable tax law as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat the [Class A-2] [Class A-3] [Class A-4] Notes as indebtedness secured by the Collateral for the purpose of federal income taxes (to the extent the [Class A-2] [Class A-3] [Class A-4] Notes are treated as beneficially owned by a person other than Ally Bank or its affiliates), State and local income and franchise taxes, and any other taxes imposed upon, measured by or based upon gross or net income.

Each [Class A-2] [Class A-3] [Class A-4] Noteholder or Note Owner, by acceptance of a [Class A-2] [Class A-3] [Class A-4] Note or, in the case of a Note Owner, a beneficial interest in a [Class A-2] [Class A-3] [Class A-4] Note, acknowledges and agrees that the purpose of Article XII of the Indenture is to facilitate compliance with the FDIC Rule by the Seller, the Depositor, the Servicer and the Issuing Entity and that the interpretations of the requirements of the FDIC Rule may change over time, whether due to interpretive guidance provided by the FDIC or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees that the provisions set forth in Article XII of the Indenture shall have the effect and meanings that are appropriate under the FDIC Rule as such meanings change over time on the basis of evolving interpretations of the FDIC Rule.

Prior to the due presentment for registration of transfer of this [Class A-2] [Class A-3] [Class A-4] Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture Trustee may treat the Person in whose name this [Class A-2] [Class A-3] [Class A-4] Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this [Class A-2] [Class A-3] [Class A-4] Note shall be overdue, and none of the Issuing Entity, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity and the rights of the Noteholders under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes representing a majority of the Outstanding Amount of the Controlling Class. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the [Class A-2] [Class A-3] [Class A-4] Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this [Class A-2] [Class A-3] [Class A-4] Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this [Class A-2] [Class A-3] [Class A-4] Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this [Class A-2] [Class A-3] [Class A-4] Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders.

Ex. C-2-9

The term “Issuing Entity” as used in this [Class A-2] [Class A-3] [Class A-4] Note includes any successor to the Issuing Entity under the Indenture.

The Issuing Entity is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This [Class A-2] [Class A-3] [Class A-4] Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this [Class A-2] [Class A-3] [Class A-4] Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this [Class A-2] [Class A-3] [Class A-4] Note at the times, place and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither the Depositor, the Servicer, the Indenture Trustee nor the Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this [Class A-2] [Class A-3] [Class A-4] Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Owner Trustee solely as the Owner Trustee in the assets of the Issuing Entity. The Holder of this [Class A-2] [Class A-3] [Class A-4] Note by the acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this [Class A-2] [Class A-3] [Class A-4] Note.

Ex. C-2-10

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                                               

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                         , as attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:	1
	Signature Guaranteed:

¹  NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

Ex. C-2-11

EXHIBIT C-3

FORM OF CLASS B FIXED RATE ASSET BACKED NOTES

REGISTERED	$[                    ]
NO. R-

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. 02007E AG3

[THIS RULE 144A GLOBAL CLASS B NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS RULE 144A GLOBAL CLASS B NOTE (OR INTEREST THEREIN) THE HOLDER OF THIS RULE 144A GLOBAL CLASS B NOTE (OR SUCH INTEREST) IF, OTHER THAN THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR IS DEEMED TO REPRESENT TO THE DEPOSITOR AND THE INDENTURE TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT AND IS ACQUIRING THIS RULE 144A GLOBAL CLASS B NOTE (OR INTEREST THEREIN) FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS).

NO SALE, PLEDGE OR OTHER TRANSFER OF THIS RULE 144A GLOBAL CLASS B NOTE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE IS MADE TO THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, (ii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A), ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE “QUALIFIED INSTITUTIONAL BUYERS”) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (iii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN WHICH CASE (A) THE INDENTURE TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR, AND (B) THE INDENTURE TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE DEPOSITOR, THE ADMINISTRATOR, THE SERVICER, THE ISSUING ENTITY OR THE INDENTURE TRUSTEE) SATISFACTORY TO THE DEPOSITOR AND THE INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE U.S. SECURITIES ACT.]

Ex. C-3-1

EACH CLASS B NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS B NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS B NOTE WILL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (B) A “PLAN” SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY OR (D) ANY OTHER PLAN THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE OR (II) THE ACQUISITION AND HOLDING OF THE NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW.

EACH CLASS B NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS B NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS B NOTE, COVENANTS AND AGREES THAT NO RECOURSE MAY BE TAKEN, DIRECTLY OR INDIRECTLY, WITH RESPECT TO THE OBLIGATIONS OF THE ISSUING ENTITY, THE OWNER TRUSTEE OR THE INDENTURE TRUSTEE ON THE CLASS B NOTES OR UNDER THE INDENTURE OR ANY CERTIFICATE OR OTHER WRITING DELIVERED IN CONNECTION THEREWITH, AGAINST (i) THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, (ii) THE DEPOSITOR OR ANY OTHER OWNER OF A BENEFICIAL INTEREST IN THE ISSUING ENTITY OR (iii) ANY PARTNER, OWNER, BENEFICIARY, AGENT, OFFICER, DIRECTOR OR EMPLOYEE OF THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, ANY HOLDER OF A BENEFICIAL INTEREST IN THE ISSUING ENTITY, THE OWNER TRUSTEE OR THE INDENTURE TRUSTEE OR OF ANY SUCCESSOR OR ASSIGN OF THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, EXCEPT AS ANY SUCH PERSON MAY HAVE EXPRESSLY AGREED AND EXCEPT THAT ANY SUCH PARTNER, OWNER OR BENEFICIARY SHALL BE FULLY LIABLE, TO THE EXTENT PROVIDED BY APPLICABLE LAW, FOR ANY UNPAID CONSIDERATION FOR STOCK, UNPAID CAPITAL CONTRIBUTION OR FAILURE TO PAY ANY INSTALLMENT OR CALL OWING TO SUCH ENTITY.

EACH CLASS B NOTEHOLDER OR NOTE OWNER, BY ITS ACCEPTANCE OF A CLASS B NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS B NOTE, COVENANTS AND AGREES THAT BY ACCEPTING THE BENEFITS OF THE INDENTURE SUCH CLASS B NOTEHOLDER OR NOTE OWNER WILL NOT, PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE

Ex. C-3-2

DAY AFTER THE TERMINATION OF THE INDENTURE WITH RESPECT TO THE ISSUING ENTITY, ACQUIESCE, PETITION OR OTHERWISE INVOKE OR CAUSE THE DEPOSITOR OR THE ISSUING ENTITY TO INVOKE THE PROCESS OF ANY COURT OR GOVERNMENT AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING A CASE AGAINST THE DEPOSITOR OR THE ISSUING ENTITY 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 DEPOSITOR OR THE ISSUING ENTITY OR ANY SUBSTANTIAL PART OF THE PROPERTY OF EITHER OF THEM, OR ORDERING THE WINDING UP OR LIQUIDATION OF THE AFFAIRS OF THE DEPOSITOR OR THE ISSUING ENTITY UNDER ANY FEDERAL OR STATE BANKRUPTCY OR INSOLVENCY PROCEEDING.

EACH CLASS B NOTEHOLDER BY ACCEPTING A NOTE (OR ANY INTEREST THEREIN) ACKNOWLEDGES THAT SUCH PERSON’S NOTE (OR INTEREST THEREIN) REPRESENTS BENEFICIAL INTERESTS IN THE ISSUING ENTITY ONLY AND DOES NOT REPRESENT INTERESTS IN OR OBLIGATIONS OF THE DEPOSITOR, THE SERVICER, THE ADMINISTRATOR, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE OR ANY AFFILIATE THEREOF AND NO RECOURSE, EITHER DIRECTLY OR INDIRECTLY, MAY BE HAD AGAINST SUCH PARTIES OR THEIR ASSETS, EXCEPT AS MAY BE EXPRESSLY SET FORTH OR CONTEMPLATED IN THE BASIC DOCUMENTS. EACH CLASS B NOTEHOLDER BY THE ACCEPTANCE OF A NOTE (OR BENEFICIAL INTEREST THEREIN) AGREES THAT EXCEPT AS EXPRESSLY PROVIDED IN THE BASIC DOCUMENTS, IN THE EVENT OF NONPAYMENT OF ANY AMOUNTS WITH RESPECT TO THE NOTES, IT SHALL HAVE NO CLAIM AGAINST ANY OF THE DEPOSITOR, THE SERVICER, THE ADMINISTRATOR, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE OR ANY AFFILIATE FOR ANY DEFICIENCY, LOSS OR CLAIM THEREFROM. IN THE EVENT THAT ANY OF THE FOREGOING COVENANTS OF EACH CLASS B NOTEHOLDER IS PROHIBITED BY, OR DECLARED ILLEGAL OR OTHERWISE UNENFORCEABLE AGAINST ANY SUCH CLASS B NOTEHOLDER UNDER APPLICABLE LAW BY ANY COURT OR OTHER AUTHORITY OF COMPETENT JURISDICTION, AND, AS A RESULT, A CLASS B NOTEHOLDER IS DEEMED TO HAVE AN INTEREST IN ANY ASSETS OF THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR OTHER THAN THE ISSUING ENTITY, EACH CLASS B NOTEHOLDER AGREES THAT (I) ITS CLAIM AGAINST ANY SUCH OTHER ASSETS SHALL BE, AND HEREBY IS, SUBJECT AND SUBORDINATE IN ALL RESPECTS TO THE RIGHTS OF OTHER PERSONS TO WHOM RIGHTS IN THE OTHER ASSETS HAVE BEEN EXPRESSLY GRANTED, INCLUDING TO THE PAYMENT IN FULL OF ALL AMOUNTS OWING TO SUCH ENTITLED PERSONS, AND (II) THE COVENANT SET FORTH IN THE PRECEDING CLAUSE (I) CONSTITUTES A “SUBORDINATION AGREEMENT” WITHIN THE MEANING OF, AND SUBJECT TO, SECTION 510(A) OF THE BANKRUPTCY CODE.

EACH CLASS B NOTEHOLDER OR NOTE OWNER (EXCEPT A CLASS B NOTEHOLDER WHICH IS CONSIDERED FOR FEDERAL INCOME TAX PURPOSES THE ISSUER OF THE CLASS B NOTE (OR IS DISREGARDED AS AN ENTITY SEPARATE FROM SUCH ISSUER)), BY ACCEPTANCE OF A CLASS B NOTE OR, IN THE CASE OF

Ex. C-3-3

A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS B NOTE, EXPRESSES ITS INTENTION THAT THIS CLASS B NOTE QUALIFIES UNDER APPLICABLE TAX LAW AS INDEBTEDNESS SECURED BY THE COLLATERAL AND, UNLESS OTHERWISE REQUIRED BY APPROPRIATE TAXING AUTHORITIES, AGREES TO TREAT THE CLASS B NOTES AS INDEBTEDNESS SECURED BY THE COLLATERAL FOR THE PURPOSE OF FEDERAL INCOME TAXES (TO THE EXTENT THE CLASS B NOTES ARE TREATED AS BENEFICIALLY OWNED BY A PERSON OTHER THAN ALLY BANK OR ITS AFFILIATES), STATE AND LOCAL INCOME AND FRANCHISE TAXES, AND ANY OTHER TAXES IMPOSED UPON, MEASURED BY OR BASED UPON GROSS RECEIPTS OR GROSS OR NET INCOME.

EACH CLASS B NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS B NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS B NOTE, ACKNOWLEDGES AND AGREES THAT THE PURPOSE OF ARTICLE XII OF THE INDENTURE IS TO FACILITATE COMPLIANCE WITH THE FDIC RULE BY THE SELLER, THE DEPOSITOR, THE SERVICER AND THE ISSUING ENTITY AND THAT THE INTERPRETATIONS OF THE REQUIREMENTS OF THE FDIC RULE MAY CHANGE OVER TIME, WHETHER DUE TO INTERPRETIVE GUIDANCE PROVIDED BY THE FDIC OR ITS STAFF, CONSENSUS AMONG PARTICIPANTS IN THE ASSET-BACKED SECURITIES MARKETS, ADVICE OF COUNSEL, OR OTHERWISE, AND AGREES THAT THE PROVISIONS SET FORTH IN ARTICLE XII OF THE INDENTURE SHALL HAVE THE EFFECT AND MEANINGS THAT ARE APPROPRIATE UNDER THE FDIC RULE AS SUCH MEANINGS CHANGE OVER TIME ON THE BASIS OF EVOLVING INTERPRETATIONS OF THE FDIC RULE.

[Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuing Entity or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]

THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

ALLY AUTO RECEIVABLES TRUST 2017-3

CLASS B 2.24% ASSET BACKED NOTES

ALLY AUTO RECEIVABLES TRUST 2017-3, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to [                    ][Cede & Co., or registered assigns,] the principal sum of [                    ] DOLLARS ($[        ]) or such lesser outstanding amount

Ex. C-3-4

as may be payable in accordance with the Indenture (as defined on the reverse side of this Note), on each Distribution Date, in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is the initial principal amount hereof and the denominator of which is the aggregate initial principal amount for such Class B Notes by (ii) the aggregate amount, if any, payable on such Distribution Date from the Note Distribution Account in respect of principal on the Class B Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on July 15, 2022 (the “Final Scheduled Distribution Date”) unless this Class B Note is earlier redeemed pursuant to Section 10.1 of the Indenture, in which case such unpaid principal amount shall be due on the Redemption Date. The Issuing Entity shall pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date (or, for the initial Distribution Date, the outstanding principal balance on the Closing Date)). Interest on the Class B Notes will accrue from and including the Closing Date and will be payable on each Distribution Date in an amount equal to the Note Class Interest Distributable Amount for such Distribution Date for the Class B Notes. Interest will be computed on the basis of a 360-day year of twelve 30-day months (or, in the case of the initial Distribution Date, a 21 day period). Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. All interest payments on each class of Notes on any Distribution Date shall be made pro rata to the Noteholders of such class entitled thereto.

The principal of and interest on this Note are payable in such coin or currency of the United States of America which, at the time of payment, is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

Ex. C-3-5

IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Dated: May 24, 2017
ALLY AUTO RECEIVABLES TRUST 2017-3
By:	BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee
By:
Name:
Title:

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designed above and referred to in the within-mentioned Indenture.

DEUTSCHE BANK NATIONAL TRUST COMPANY for DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Indenture Trustee

By:

Name:

Title:

Ex. C-3-6

REVERSE OF NOTE

This Note is one of a duly authorized issue of Notes of the Issuing Entity, designated as Class B 2.24% Asset Backed Notes (herein called the “Class B Notes”), all issued under an indenture, dated as of May 24, 2017 (such indenture, as amended or supplemented, is herein called the “Indenture”), between the Issuing Entity and Deutsche Bank Trust Company Americas, as trustee (the “Indenture Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Noteholders. The Class B Notes are one of several duly authorized classes of Notes of the Issuing Entity issued pursuant to the Indenture (collectively, as to all Notes of all such classes, the “Notes”). The Notes are governed by and subject to all terms of the Indenture (which terms are incorporated herein and made a part hereof), to which Indenture the Holder of this Class B Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this Class B Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture.

The Class B Notes and all other Notes issued pursuant to the Indenture are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the Indenture.

Each Class B Noteholder or Note Owner, by acceptance of a Class B Note or, in the case of a Note Owner, a beneficial interest in a Class B Note will be deemed to represent and warrant that either (i) it is not acquiring the Note with the assets of (a) an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to the provisions of Title I of ERISA, (b) a “plan” subject to Section 4975 of the Code, (c) an entity whose underlying assets include plan assets by reason of investment by an employee benefit plan or plan in such entity or (d) any other plan that is subject to any law that is substantially similar to Title I of ERISA or Section 4975 of the Code or (ii) the acquisition and holding of the Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any substantially similar applicable law.

Each Noteholder or Note Owner, by acceptance of a Class B Note or, in the case of a Note Owner, a beneficial interest in a Class B Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) the Depositor or any other owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Ex. C-3-7

Each Noteholder or Note Owner, by acceptance of a Class B Note or, in the case of a Note Owner, a beneficial interest in a Class B Note, covenants and agrees that by accepting the benefits of the Indenture such Noteholder or Note Owner will not, prior to the date which is one year and one day after the termination of the Indenture with respect to the Issuing Entity, acquiesce, petition or otherwise invoke or cause the Depositor or the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Depositor or the Issuing Entity 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 Depositor or the Issuing Entity or any substantial part of the property of either of them, or ordering the winding up or liquidation of the affairs of the Depositor or the Issuing Entity under any federal or State bankruptcy or insolvency proceeding.

Each Noteholder or holder of an interest in a Class B Note, by acceptance of such Class B Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in a Class B Note, by acceptance of such Class B Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in a Class B Note that fails to comply with the requirements of the preceding sentence.

Each Noteholder by accepting a Class B Note (or any interest therein) acknowledges that such Person’s Class B Note (or interest therein) represents beneficial interests in the Issuing Entity only and does not represent interests in or obligations of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in the Basic Documents. Each Noteholder by the acceptance of a Class B Note (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Class B Notes, it shall have no claim against any of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Noteholder is prohibited by, or declared illegal or otherwise unenforceable against any such Noteholder under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Noteholder is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Issuing Entity, each Noteholder agrees that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

Except a Noteholder which is considered for federal income tax purposes the issuer of the Class B Note (or is disregarded as an entity separate from such issuer), each Noteholder, by acceptance of a Class B Note or, in the case of a Note Owner, a beneficial interest in a Class B Note, expresses its intention that this Class B Note qualifies under

Ex. C-3-8

applicable tax law as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat the Class B Notes as indebtedness secured by the Collateral for the purpose of federal income taxes (to the extent the Class B Notes are treated as beneficially owned by a person other than Ally Bank or its affiliates), State and local income and franchise taxes, and any other taxes imposed upon, measured by or based upon gross or net income.

Each Class B Noteholder or Note Owner, by acceptance of a Class B Note or, in the case of a Note Owner, a beneficial interest in a Class B Note, acknowledges and agrees that the purpose of Article XII of the Indenture is to facilitate compliance with the FDIC Rule by the Seller, the Depositor, the Servicer and the Issuing Entity and that the interpretations of the requirements of the FDIC Rule may change over time, whether due to interpretive guidance provided by the FDIC or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees that the provisions set forth in Article XII of the Indenture shall have the effect and meanings that are appropriate under the FDIC Rule as such meanings change over time on the basis of evolving interpretations of the FDIC Rule.

Prior to the due presentment for registration of transfer of this Class B Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture Trustee may treat the Person in whose name this Class B Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class B Note shall be overdue, and none of the Issuing Entity, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity and the rights of the Noteholders under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes representing a majority of the Outstanding Amount of the Controlling Class. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the Class B Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class B Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Class B Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class B Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders.

The term “Issuing Entity” as used in this Class B Note includes any successor to the Issuing Entity under the Indenture.

The Issuing Entity is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

Ex. C-3-9

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Class B Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Class B Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Class B Note at the times, place and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither the Depositor, the Servicer, the Indenture Trustee nor the Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Class B Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Owner Trustee solely as the Owner Trustee in the assets of the Issuing Entity. The Holder of this Class B Note by the acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Class B Note.

Ex. C-3-10

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                                               

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                          , as attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:	1
	Signature Guaranteed:

¹  NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

Ex. C-3-11

EXHIBIT C-4

FORM OF CLASS C FIXED RATE ASSET BACKED NOTES

REGISTERED	$[                    ]
NO. R-

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. 02007E AH1

[THIS RULE 144A GLOBAL CLASS C NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS RULE 144A GLOBAL CLASS C NOTE (OR INTEREST THEREIN) THE HOLDER OF THIS RULE 144A GLOBAL CLASS C NOTE (OR SUCH INTEREST) IF, OTHER THAN THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, IS DEEMED TO REPRESENT TO THE DEPOSITOR AND THE INDENTURE TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT AND IS ACQUIRING THIS RULE 144A GLOBAL CLASS C NOTE (OR INTEREST THEREIN) FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS).

NO SALE, PLEDGE OR OTHER TRANSFER OF THIS RULE 144A GLOBAL CLASS C NOTE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE IS MADE TO THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, (ii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A), ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE “QUALIFIED INSTITUTIONAL BUYERS”) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (iii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN WHICH CASE (A) THE INDENTURE TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR, AND (B) THE INDENTURE TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE

Ex. C-4-1

DEPOSITOR, THE ADMINISTRATOR, THE SERVICER, THE ISSUING ENTITY OR THE INDENTURE TRUSTEE) SATISFACTORY TO THE DEPOSITOR AND THE INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE U.S. SECURITIES ACT.]

EACH CLASS C NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS C NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS C NOTE WILL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (B) A “PLAN” SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY OR (D) ANY OTHER PLAN THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE OR (II) THE ACQUISITION AND HOLDING OF THE NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW.

EACH CLASS C NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS C NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS C NOTE, COVENANTS AND AGREES THAT NO RECOURSE MAY BE TAKEN, DIRECTLY OR INDIRECTLY, WITH RESPECT TO THE OBLIGATIONS OF THE ISSUING ENTITY, THE OWNER TRUSTEE OR THE INDENTURE TRUSTEE ON THE CLASS C NOTES OR UNDER THE INDENTURE OR ANY CERTIFICATE OR OTHER WRITING DELIVERED IN CONNECTION THEREWITH, AGAINST (i) THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, (ii) THE DEPOSITOR OR ANY OTHER OWNER OF A BENEFICIAL INTEREST IN THE ISSUING ENTITY OR (iii) ANY PARTNER, OWNER, BENEFICIARY, AGENT, OFFICER, DIRECTOR OR EMPLOYEE OF THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, ANY HOLDER OF A BENEFICIAL INTEREST IN THE ISSUING ENTITY, THE OWNER TRUSTEE OR THE INDENTURE TRUSTEE OR OF ANY SUCCESSOR OR ASSIGN OF THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, EXCEPT AS ANY SUCH PERSON MAY HAVE EXPRESSLY AGREED AND EXCEPT THAT ANY SUCH PARTNER, OWNER OR BENEFICIARY SHALL BE FULLY LIABLE, TO THE EXTENT PROVIDED BY APPLICABLE LAW, FOR ANY UNPAID CONSIDERATION FOR STOCK, UNPAID CAPITAL CONTRIBUTION OR FAILURE TO PAY ANY INSTALLMENT OR CALL OWING TO SUCH ENTITY.

EACH CLASS C NOTEHOLDER OR NOTE OWNER, BY ITS ACCEPTANCE OF A CLASS C NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS C NOTE, COVENANTS AND AGREES THAT BY ACCEPTING THE BENEFITS OF THE INDENTURE SUCH CLASS C NOTEHOLDER OR

Ex. C-4-2

NOTE OWNER WILL NOT, PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE TERMINATION OF THE INDENTURE WITH RESPECT TO THE ISSUING ENTITY, ACQUIESCE, PETITION OR OTHERWISE INVOKE OR CAUSE THE DEPOSITOR OR THE ISSUING ENTITY TO INVOKE THE PROCESS OF ANY COURT OR GOVERNMENT AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING A CASE AGAINST THE DEPOSITOR OR THE ISSUING ENTITY 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 DEPOSITOR OR THE ISSUING ENTITY OR ANY SUBSTANTIAL PART OF THE PROPERTY OF EITHER OF THEM, OR ORDERING THE WINDING UP OR LIQUIDATION OF THE AFFAIRS OF THE DEPOSITOR OR THE ISSUING ENTITY UNDER ANY FEDERAL OR STATE BANKRUPTCY OR INSOLVENCY PROCEEDING.

EACH CLASS C NOTEHOLDER BY ACCEPTING A NOTE (OR ANY INTEREST THEREIN) ACKNOWLEDGES THAT SUCH PERSON’S NOTE (OR INTEREST THEREIN) REPRESENTS BENEFICIAL INTERESTS IN THE ISSUING ENTITY ONLY AND DOES NOT REPRESENT INTERESTS IN OR OBLIGATIONS OF THE DEPOSITOR, THE SERVICER, THE ADMINISTRATOR, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE OR ANY AFFILIATE THEREOF AND NO RECOURSE, EITHER DIRECTLY OR INDIRECTLY, MAY BE HAD AGAINST SUCH PARTIES OR THEIR ASSETS, EXCEPT AS MAY BE EXPRESSLY SET FORTH OR CONTEMPLATED IN THE BASIC DOCUMENTS. EACH CLASS C NOTEHOLDER BY THE ACCEPTANCE OF A NOTE (OR BENEFICIAL INTEREST THEREIN) AGREES THAT EXCEPT AS EXPRESSLY PROVIDED IN THE BASIC DOCUMENTS, IN THE EVENT OF NONPAYMENT OF ANY AMOUNTS WITH RESPECT TO THE NOTES, IT SHALL HAVE NO CLAIM AGAINST ANY OF THE DEPOSITOR, THE SERVICER, THE ADMINISTRATOR, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE OR ANY AFFILIATE FOR ANY DEFICIENCY, LOSS OR CLAIM THEREFROM. IN THE EVENT THAT ANY OF THE FOREGOING COVENANTS OF EACH CLASS C NOTEHOLDER IS PROHIBITED BY, OR DECLARED ILLEGAL OR OTHERWISE UNENFORCEABLE AGAINST ANY SUCH CLASS C NOTEHOLDER UNDER APPLICABLE LAW BY ANY COURT OR OTHER AUTHORITY OF COMPETENT JURISDICTION, AND, AS A RESULT, A CLASS C NOTEHOLDER IS DEEMED TO HAVE AN INTEREST IN ANY ASSETS OF THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR OTHER THAN THE ISSUING ENTITY, EACH CLASS C NOTEHOLDER AGREES THAT (I) ITS CLAIM AGAINST ANY SUCH OTHER ASSETS SHALL BE, AND HEREBY IS, SUBJECT AND SUBORDINATE IN ALL RESPECTS TO THE RIGHTS OF OTHER PERSONS TO WHOM RIGHTS IN THE OTHER ASSETS HAVE BEEN EXPRESSLY GRANTED, INCLUDING TO THE PAYMENT IN FULL OF ALL AMOUNTS OWING TO SUCH ENTITLED PERSONS, AND (II) THE COVENANT SET FORTH IN THE PRECEDING CLAUSE (I) CONSTITUTES A “SUBORDINATION AGREEMENT” WITHIN THE MEANING OF, AND SUBJECT TO, SECTION 510(A) OF THE BANKRUPTCY CODE.

EACH CLASS C NOTEHOLDER OR NOTE OWNER (EXCEPT A CLASS C NOTEHOLDER WHICH IS CONSIDERED FOR FEDERAL INCOME TAX PURPOSES THE ISSUER OF THE CLASS C NOTE (OR IS DISREGARDED AS AN ENTITY SEPARATE

Ex. C-4-3

FROM SUCH ISSUER)), BY ACCEPTANCE OF A CLASS C NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS C NOTE, EXPRESSES ITS INTENTION THAT THIS CLASS C NOTE QUALIFIES UNDER APPLICABLE TAX LAW AS INDEBTEDNESS SECURED BY THE COLLATERAL AND, UNLESS OTHERWISE REQUIRED BY APPROPRIATE TAXING AUTHORITIES, AGREES TO TREAT THE CLASS C NOTES AS INDEBTEDNESS SECURED BY THE COLLATERAL FOR THE PURPOSE OF FEDERAL INCOME TAXES (TO THE EXTENT THE CLASS C NOTES ARE TREATED AS BENEFICIALLY OWNED BY A PERSON OTHER THAN ALLY BANK OR ITS AFFILIATES), STATE AND LOCAL INCOME AND FRANCHISE TAXES, AND ANY OTHER TAXES IMPOSED UPON, MEASURED BY OR BASED UPON GROSS RECEIPTS OR GROSS OR NET INCOME.

EACH CLASS C NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS C NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS C NOTE, ACKNOWLEDGES AND AGREES THAT THE PURPOSE OF ARTICLE XII OF THE INDENTURE IS TO FACILITATE COMPLIANCE WITH THE FDIC RULE BY THE SELLER, THE DEPOSITOR, THE SERVICER AND THE ISSUING ENTITY AND THAT THE INTERPRETATIONS OF THE REQUIREMENTS OF THE FDIC RULE MAY CHANGE OVER TIME, WHETHER DUE TO INTERPRETIVE GUIDANCE PROVIDED BY THE FDIC OR ITS STAFF, CONSENSUS AMONG PARTICIPANTS IN THE ASSET-BACKED SECURITIES MARKETS, ADVICE OF COUNSEL, OR OTHERWISE, AND AGREES THAT THE PROVISIONS SET FORTH IN ARTICLE XII OF THE INDENTURE SHALL HAVE THE EFFECT AND MEANINGS THAT ARE APPROPRIATE UNDER THE FDIC RULE AS SUCH MEANINGS CHANGE OVER TIME ON THE BASIS OF EVOLVING INTERPRETATIONS OF THE FDIC RULE.

[Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuing Entity or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]

THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

ALLY AUTO RECEIVABLES TRUST 2017-3

CLASS C 2.37% ASSET BACKED NOTES

Ex. C-4-4

ALLY AUTO RECEIVABLES TRUST 2017-3, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to [                    ][Cede & Co., or registered assigns,] the principal sum of [                    ] DOLLARS ($[        ]) or such lesser outstanding amount as may be payable in accordance with the Indenture (as defined on the reverse side of this Note), on each Distribution Date, in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is the initial principal amount hereof and the denominator of which is the aggregate initial principal amount for such Class C Notes by (ii) the aggregate amount, if any, payable on such Distribution Date from the Note Distribution Account in respect of principal on the Class C Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on October 17, 2022 (the “Final Scheduled Distribution Date”) unless this Class C Note is earlier redeemed pursuant to Section 10.1 of the Indenture, in which case such unpaid principal amount shall be due on the Redemption Date. The Issuing Entity shall pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date (or, for the initial Distribution Date, the outstanding principal balance on the Closing Date)). Interest on the Class C Notes will accrue from and including the Closing Date and will be payable on each Distribution Date in an amount equal to the Note Class Interest Distributable Amount for such Distribution Date for the Class C Notes. Interest will be computed on the basis of a 360-day year of twelve 30-day months (or, in the case of the initial Distribution Date, a 21 day period). Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. All interest payments on each class of Notes on any Distribution Date shall be made pro rata to the Noteholders of such class entitled thereto.

The principal of and interest on this Note are payable in such coin or currency of the United States of America which, at the time of payment, is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

Ex. C-4-5

IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Dated: May 24, 2017
ALLY AUTO RECEIVABLES TRUST 2017-3
By:	BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee
By:
Name:
Title:

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designed above and referred to in the within-mentioned Indenture.

DEUTSCHE BANK NATIONAL TRUST COMPANY for DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Indenture Trustee

By:

Name:

Title:

Ex. C-4-6

REVERSE OF NOTE

This Note is one of a duly authorized issue of Notes of the Issuing Entity, designated as Class C 2.37% Asset Backed Notes (herein called the “Class C Notes”), all issued under an indenture, dated as of May 24, 2017 (such indenture, as amended or supplemented, is herein called the “Indenture”), between the Issuing Entity and Deutsche Bank Trust Company Americas, as trustee (the “Indenture Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Noteholders. The Class C Notes are one of several duly authorized classes of Notes of the Issuing Entity issued pursuant to the Indenture (collectively, as to all Notes of all such classes, the “Notes”). The Notes are governed by and subject to all terms of the Indenture (which terms are incorporated herein and made a part hereof), to which Indenture the Holder of this Class C Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this Class C Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture.

The Class C Notes and all other Notes issued pursuant to the Indenture are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the Indenture.

Each Class C Noteholder or Note Owner, by acceptance of a Class C Note or, in the case of a Note Owner, a beneficial interest in a Class C Note will be deemed to represent and warrant that either (i) it is not acquiring the Note with the assets of (a) an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to the provisions of Title I of ERISA, (b) a “plan” subject to Section 4975 of the Code, (c) an entity whose underlying assets include plan assets by reason of investment by an employee benefit plan or plan in such entity or (d) any other plan that is subject to any law that is substantially similar to Title I of ERISA or Section 4975 of the Code or (ii) the acquisition and holding of the Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any substantially similar applicable law.

Each Noteholder or Note Owner, by acceptance of a Class C Note or, in the case of a Note Owner, a beneficial interest in a Class C Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) the Depositor or any other owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Ex. C-4-7

Each Noteholder or Note Owner, by acceptance of a Class C Note or, in the case of a Note Owner, a beneficial interest in a Class C Note, covenants and agrees that by accepting the benefits of the Indenture such Noteholder or Note Owner will not, prior to the date which is one year and one day after the termination of the Indenture with respect to the Issuing Entity, acquiesce, petition or otherwise invoke or cause the Depositor or the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Depositor or the Issuing Entity 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 Depositor or the Issuing Entity or any substantial part of the property of either of them, or ordering the winding up or liquidation of the affairs of the Depositor or the Issuing Entity under any federal or State bankruptcy or insolvency proceeding.

Each Noteholder or holder of an interest in a Class C Note, by acceptance of such Class C Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in a Class C Note, by acceptance of such Class C Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in a Class C Note that fails to comply with the requirements of the preceding sentence.

Each Noteholder by accepting a Class C Note (or any interest therein) acknowledges that such Person’s Class C Note (or interest therein) represents beneficial interests in the Issuing Entity only and does not represent interests in or obligations of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in the Basic Documents. Each Noteholder by the acceptance of a Class C Note (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Class C Notes, it shall have no claim against any of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Noteholder is prohibited by, or declared illegal or otherwise unenforceable against any such Noteholder under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Noteholder is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Issuing Entity, each Noteholder agrees that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

Except a Noteholder which is considered for federal income tax purposes the issuer of the Class C Note (or is disregarded as an entity separate from such issuer), each Noteholder, by acceptance of a Class C Note or, in the case of a Note Owner, a beneficial interest in a Class C Note, expresses its intention that this Class C Note qualifies under

Ex. C-4-8

applicable tax law as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat the Class C Notes as indebtedness secured by the Collateral for the purpose of federal income taxes (to the extent the Class C Notes are treated as beneficially owned by a person other than Ally Bank or its affiliates), State and local income and franchise taxes, and any other taxes imposed upon, measured by or based upon gross or net income.

Each Class C Noteholder or Note Owner, by acceptance of a Class C Note or, in the case of a Note Owner, a beneficial interest in a Class C Note, acknowledges and agrees that the purpose of Article XII of the Indenture is to facilitate compliance with the FDIC Rule by the Seller, the Depositor, the Servicer and the Issuing Entity and that the interpretations of the requirements of the FDIC Rule may change over time, whether due to interpretive guidance provided by the FDIC or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees that the provisions set forth in Article XII of the Indenture shall have the effect and meanings that are appropriate under the FDIC Rule as such meanings change over time on the basis of evolving interpretations of the FDIC Rule.

Prior to the due presentment for registration of transfer of this Class C Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture Trustee may treat the Person in whose name this Class C Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C Note shall be overdue, and none of the Issuing Entity, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity and the rights of the Noteholders under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes representing a majority of the Outstanding Amount of the Controlling Class. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the Class C Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Class C Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders.

The term “Issuing Entity” as used in this Class C Note includes any successor to the Issuing Entity under the Indenture.

The Issuing Entity is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

Ex. C-4-9

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Class C Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Class C Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Class C Note at the times, place and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither the Depositor, the Servicer, the Indenture Trustee nor the Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Class C Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Owner Trustee solely as the Owner Trustee in the assets of the Issuing Entity. The Holder of this Class C Note by the acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Class C Note.

Ex. C-4-10

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                                               

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                          , as attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:	1
	Signature Guaranteed:

¹  NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

Ex. C-4-11

EXHIBIT C-5

FORM OF CLASS D FIXED RATE ASSET BACKED NOTES

REGISTERED	$[                    ]
NO. R-

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. 02007E AJ7

[THIS RULE 144A GLOBAL CLASS D NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS RULE 144A GLOBAL CLASS D NOTE (OR INTEREST THEREIN) THE HOLDER OF THIS RULE 144A GLOBAL CLASS D NOTE (OR SUCH INTEREST) IF, OTHER THAN THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, IS DEEMED TO REPRESENT TO THE DEPOSITOR AND THE INDENTURE TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT AND IS ACQUIRING THIS RULE 144A GLOBAL CLASS D NOTE (OR INTEREST THEREIN) FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS).

NO SALE, PLEDGE OR OTHER TRANSFER OF THIS RULE 144A GLOBAL CLASS D NOTE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE IS MADE TO THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, (ii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A), ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE “QUALIFIED INSTITUTIONAL BUYERS”) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (iii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN WHICH CASE (A) THE INDENTURE TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR, AND (B) THE INDENTURE TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE

Ex. C-5-1

DEPOSITOR, THE ADMINISTRATOR, THE SERVICER, THE ISSUING ENTITY OR THE INDENTURE TRUSTEE) SATISFACTORY TO THE DEPOSITOR AND THE INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE U.S. SECURITIES ACT.]

EACH CLASS D NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS D NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS D NOTE WILL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (B) A “PLAN” SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY OR (D) ANY OTHER PLAN THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE OR (II) THE ACQUISITION AND HOLDING OF THE NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW.

EACH CLASS D NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS D NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS D NOTE, COVENANTS AND AGREES THAT NO RECOURSE MAY BE TAKEN, DIRECTLY OR INDIRECTLY, WITH RESPECT TO THE OBLIGATIONS OF THE ISSUING ENTITY, THE OWNER TRUSTEE OR THE INDENTURE TRUSTEE ON THE CLASS D NOTES OR UNDER THE INDENTURE OR ANY CERTIFICATE OR OTHER WRITING DELIVERED IN CONNECTION THEREWITH, AGAINST (i) THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, (ii) THE DEPOSITOR OR ANY OTHER OWNER OF A BENEFICIAL INTEREST IN THE ISSUING ENTITY OR (iii) ANY PARTNER, OWNER, BENEFICIARY, AGENT, OFFICER, DIRECTOR OR EMPLOYEE OF THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, ANY HOLDER OF A BENEFICIAL INTEREST IN THE ISSUING ENTITY, THE OWNER TRUSTEE OR THE INDENTURE TRUSTEE OR OF ANY SUCCESSOR OR ASSIGN OF THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, EXCEPT AS ANY SUCH PERSON MAY HAVE EXPRESSLY AGREED AND EXCEPT THAT ANY SUCH PARTNER, OWNER OR BENEFICIARY SHALL BE FULLY LIABLE, TO THE EXTENT PROVIDED BY APPLICABLE LAW, FOR ANY UNPAID CONSIDERATION FOR STOCK, UNPAID CAPITAL CONTRIBUTION OR FAILURE TO PAY ANY INSTALLMENT OR CALL OWING TO SUCH ENTITY.

EACH CLASS D NOTEHOLDER OR NOTE OWNER, BY ITS ACCEPTANCE OF A CLASS D NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS D NOTE, COVENANTS AND AGREES THAT BY ACCEPTING THE BENEFITS OF THE INDENTURE SUCH CLASS D NOTEHOLDER OR

Ex. C-5-2

NOTE OWNER WILL NOT, PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE TERMINATION OF THE INDENTURE WITH RESPECT TO THE ISSUING ENTITY, ACQUIESCE, PETITION OR OTHERWISE INVOKE OR CAUSE THE DEPOSITOR OR THE ISSUING ENTITY TO INVOKE THE PROCESS OF ANY COURT OR GOVERNMENT AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING A CASE AGAINST THE DEPOSITOR OR THE ISSUING ENTITY 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 DEPOSITOR OR THE ISSUING ENTITY OR ANY SUBSTANTIAL PART OF THE PROPERTY OF EITHER OF THEM, OR ORDERING THE WINDING UP OR LIQUIDATION OF THE AFFAIRS OF THE DEPOSITOR OR THE ISSUING ENTITY UNDER ANY FEDERAL OR STATE BANKRUPTCY OR INSOLVENCY PROCEEDING.

EACH CLASS D NOTEHOLDER BY ACCEPTING A NOTE (OR ANY INTEREST THEREIN) ACKNOWLEDGES THAT SUCH PERSON’S NOTE (OR INTEREST THEREIN) REPRESENTS BENEFICIAL INTERESTS IN THE ISSUING ENTITY ONLY AND DOES NOT REPRESENT INTERESTS IN OR OBLIGATIONS OF THE DEPOSITOR, THE SERVICER, THE ADMINISTRATOR, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE OR ANY AFFILIATE THEREOF AND NO RECOURSE, EITHER DIRECTLY OR INDIRECTLY, MAY BE HAD AGAINST SUCH PARTIES OR THEIR ASSETS, EXCEPT AS MAY BE EXPRESSLY SET FORTH OR CONTEMPLATED IN THE BASIC DOCUMENTS. EACH CLASS D NOTEHOLDER BY THE ACCEPTANCE OF A NOTE (OR BENEFICIAL INTEREST THEREIN) AGREES THAT EXCEPT AS EXPRESSLY PROVIDED IN THE BASIC DOCUMENTS, IN THE EVENT OF NONPAYMENT OF ANY AMOUNTS WITH RESPECT TO THE NOTES, IT SHALL HAVE NO CLAIM AGAINST ANY OF THE DEPOSITOR, THE SERVICER, THE ADMINISTRATOR, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE OR ANY AFFILIATE FOR ANY DEFICIENCY, LOSS OR CLAIM THEREFROM. IN THE EVENT THAT ANY OF THE FOREGOING COVENANTS OF EACH CLASS D NOTEHOLDER IS PROHIBITED BY, OR DECLARED ILLEGAL OR OTHERWISE UNENFORCEABLE AGAINST ANY SUCH CLASS D NOTEHOLDER UNDER APPLICABLE LAW BY ANY COURT OR OTHER AUTHORITY OF COMPETENT JURISDICTION, AND, AS A RESULT, A CLASS D NOTEHOLDER IS DEEMED TO HAVE AN INTEREST IN ANY ASSETS OF THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR OTHER THAN THE ISSUING ENTITY, EACH CLASS D NOTEHOLDER AGREES THAT (I) ITS CLAIM AGAINST ANY SUCH OTHER ASSETS SHALL BE, AND HEREBY IS, SUBJECT AND SUBORDINATE IN ALL RESPECTS TO THE RIGHTS OF OTHER PERSONS TO WHOM RIGHTS IN THE OTHER ASSETS HAVE BEEN EXPRESSLY GRANTED, INCLUDING TO THE PAYMENT IN FULL OF ALL AMOUNTS OWING TO SUCH ENTITLED PERSONS, AND (II) THE COVENANT SET FORTH IN THE PRECEDING CLAUSE (I) CONSTITUTES A “SUBORDINATION AGREEMENT” WITHIN THE MEANING OF, AND SUBJECT TO, SECTION 510(A) OF THE BANKRUPTCY CODE.

EACH CLASS D NOTEHOLDER OR NOTE OWNER (EXCEPT A CLASS D NOTEHOLDER WHICH IS CONSIDERED FOR FEDERAL INCOME TAX PURPOSES THE ISSUER OF THE CLASS D NOTE (OR IS DISREGARDED AS AN ENTITY SEPARATE

Ex. C-5-3

FROM SUCH ISSUER)), BY ACCEPTANCE OF A CLASS D NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS D NOTE, EXPRESSES ITS INTENTION THAT THIS CLASS D NOTE QUALIFIES UNDER APPLICABLE TAX LAW AS INDEBTEDNESS SECURED BY THE COLLATERAL AND, UNLESS OTHERWISE REQUIRED BY APPROPRIATE TAXING AUTHORITIES, AGREES TO TREAT THE CLASS D NOTES AS INDEBTEDNESS SECURED BY THE COLLATERAL FOR THE PURPOSE OF FEDERAL INCOME TAXES (TO THE EXTENT THE CLASS D NOTES ARE TREATED AS BENEFICIALLY OWNED BY A PERSON OTHER THAN ALLY BANK OR ITS AFFILIATES), STATE AND LOCAL INCOME AND FRANCHISE TAXES, AND ANY OTHER TAXES IMPOSED UPON, MEASURED BY OR BASED UPON GROSS RECEIPTS OR GROSS OR NET INCOME.

EACH CLASS D NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS D NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS D NOTE, ACKNOWLEDGES AND AGREES THAT THE PURPOSE OF ARTICLE XII OF THE INDENTURE IS TO FACILITATE COMPLIANCE WITH THE FDIC RULE BY THE SELLER, THE DEPOSITOR, THE SERVICER AND THE ISSUING ENTITY AND THAT THE INTERPRETATIONS OF THE REQUIREMENTS OF THE FDIC RULE MAY CHANGE OVER TIME, WHETHER DUE TO INTERPRETIVE GUIDANCE PROVIDED BY THE FDIC OR ITS STAFF, CONSENSUS AMONG PARTICIPANTS IN THE ASSET-BACKED SECURITIES MARKETS, ADVICE OF COUNSEL, OR OTHERWISE, AND AGREES THAT THE PROVISIONS SET FORTH IN ARTICLE XII OF THE INDENTURE SHALL HAVE THE EFFECT AND MEANINGS THAT ARE APPROPRIATE UNDER THE FDIC RULE AS SUCH MEANINGS CHANGE OVER TIME ON THE BASIS OF EVOLVING INTERPRETATIONS OF THE FDIC RULE.

[Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuing Entity or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]

THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

ALLY AUTO RECEIVABLES TRUST 2017-3

CLASS D 2.91% ASSET BACKED NOTES

Ex. C-5-4

ALLY AUTO RECEIVABLES TRUST 2017-3, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to [                    ][Cede & Co., or registered assigns,] the principal sum of [                    ] DOLLARS ($[        ]) or such lesser outstanding amount as may be payable in accordance with the Indenture (as defined on the reverse side of this Note), on each Distribution Date, in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is the initial principal amount hereof and the denominator of which is the aggregate initial principal amount for such Class D Notes by (ii) the aggregate amount, if any, payable on such Distribution Date from the Note Distribution Account in respect of principal on the Class D Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on January 16, 2024 (the “Final Scheduled Distribution Date”) unless this Class D Note is earlier redeemed pursuant to Section 10.1 of the Indenture, in which case such unpaid principal amount shall be due on the Redemption Date. The Issuing Entity shall pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date (or, for the initial Distribution Date, the outstanding principal balance on the Closing Date)). Interest on the Class D Notes will accrue from and including the Closing Date and will be payable on each Distribution Date in an amount equal to the Note Class Interest Distributable Amount for such Distribution Date for the Class D Notes. Interest will be computed on the basis of a 360-day year of twelve 30-day months (or, in the case of the initial Distribution Date, a 21 day period). Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. All interest payments on each class of Notes on any Distribution Date shall be made pro rata to the Noteholders of such class entitled thereto.

The principal of and interest on this Note are payable in such coin or currency of the United States of America which, at the time of payment, is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

Ex. C-5-5

IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Dated: May 24, 2017
ALLY AUTO RECEIVABLES TRUST 2017-3
By:	BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee
By:
Name:
Title:

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designed above and referred to in the within-mentioned Indenture.

DEUTSCHE BANK NATIONAL TRUST COMPANY for DEUTSCHE BANK TRUST COMPANY AMERICAS,

not in its individual capacity but solely as Indenture Trustee

By:

Name:

Title:

Ex. C-5-6

REVERSE OF NOTE

This Note is one of a duly authorized issue of Notes of the Issuing Entity, designated as Class D 2.91% Asset Backed Notes (herein called the “Class D Notes”), all issued under an indenture, dated as of May 24, 2017 (such indenture, as amended or supplemented, is herein called the “Indenture”), between the Issuing Entity and Deutsche Bank Trust Company Americas, as trustee (the “Indenture Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Noteholders. The Class D Notes are one of several duly authorized classes of Notes of the Issuing Entity issued pursuant to the Indenture (collectively, as to all Notes of all such classes, the “Notes”). The Notes are governed by and subject to all terms of the Indenture (which terms are incorporated herein and made a part hereof), to which Indenture the Holder of this Class D Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this Class D Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture.

The Class D Notes and all other Notes issued pursuant to the Indenture are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the Indenture.

Each Class D Noteholder or Note Owner, by acceptance of a Class D Note or, in the case of a Note Owner, a beneficial interest in a Class D Note will be deemed to represent and warrant that either (i) it is not acquiring the Note with the assets of (a) an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to the provisions of Title I of ERISA, (b) a “plan” subject to Section 4975 of the Code, (c) an entity whose underlying assets include plan assets by reason of investment by an employee benefit plan or plan in such entity or (d) any other plan that is subject to any law that is substantially similar to Title I of ERISA or Section 4975 of the Code or (ii) the acquisition and holding of the Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any substantially similar applicable law.

Each Noteholder or Note Owner, by acceptance of a Class D Note or, in the case of a Note Owner, a beneficial interest in a Class D Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) the Depositor or any other owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Ex. C-5-7

Each Noteholder or Note Owner, by acceptance of a Class D Note or, in the case of a Note Owner, a beneficial interest in a Class D Note, covenants and agrees that by accepting the benefits of the Indenture such Noteholder or Note Owner will not, prior to the date which is one year and one day after the termination of the Indenture with respect to the Issuing Entity, acquiesce, petition or otherwise invoke or cause the Depositor or the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Depositor or the Issuing Entity 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 Depositor or the Issuing Entity or any substantial part of the property of either of them, or ordering the winding up or liquidation of the affairs of the Depositor or the Issuing Entity under any federal or state bankruptcy or insolvency proceeding.

Each Noteholder or holder of an interest in a Class D Note, by acceptance of such Class D Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in a Class D Note, by acceptance of such Class D Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in a Class D Note that fails to comply with the requirements of the preceding sentence.

Each Noteholder by accepting a Class D Note (or any interest therein) acknowledges that such Person’s Class D Note (or interest therein) represents beneficial interests in the Issuing Entity only and does not represent interests in or obligations of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in the Basic Documents. Each Noteholder by the acceptance of a Class D Note (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Class D Notes, it shall have no claim against any of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Noteholder is prohibited by, or declared illegal or otherwise unenforceable against any such Noteholder under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Noteholder is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Issuing Entity, each Noteholder agrees that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

Except a Noteholder which is considered for federal income tax purposes the issuer of the Class D Note (or is disregarded as an entity separate from such issuer), each Noteholder, by acceptance of a Class D Note or, in the case of a Note Owner, a beneficial interest in a Class D Note, expresses its intention that this Class D Note qualifies under

Ex. C-5-8

applicable tax law as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat the Class D Notes as indebtedness secured by the Collateral for the purpose of federal income taxes (to the extent the Class D Notes are treated as beneficially owned by a person other than Ally Bank or its affiliates), state and local income and franchise taxes, and any other taxes imposed upon, measured by or based upon gross or net income.

Each Class D Noteholder or Note Owner, by acceptance of a Class D Note or, in the case of a Note Owner, a beneficial interest in a Class D Note, acknowledges and agrees that the purpose of Article XII of the Indenture is to facilitate compliance with the FDIC Rule by the Seller, the Depositor, the Servicer and the Issuing Entity and that the interpretations of the requirements of the FDIC Rule may change over time, whether due to interpretive guidance provided by the FDIC or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees that the provisions set forth in Article XII of the Indenture shall have the effect and meanings that are appropriate under the FDIC Rule as such meanings change over time on the basis of evolving interpretations of the FDIC Rule.

Prior to the due presentment for registration of transfer of this Class D Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture Trustee may treat the Person in whose name this Class D Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class D Note shall be overdue, and none of the Issuing Entity, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity and the rights of the Noteholders under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes representing a majority of the Outstanding Amount of the Controlling Class. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the Class D Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class D Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Class D Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class D Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders.

The term “Issuing Entity” as used in this Class D Note includes any successor to the Issuing Entity under the Indenture.

The Issuing Entity is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

Ex. C-5-9

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Class D Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Class D Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Class D Note at the times, place and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither the Depositor, the Servicer, the Indenture Trustee nor the Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Class D Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Owner Trustee solely as the Owner Trustee in the assets of the Issuing Entity. The Holder of this Class D Note by the acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Class D Note.

Ex. C-5-10

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                                               

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                          , as attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:	1
	Signature Guaranteed:

¹  NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

Ex. C-5-11

EXHIBIT D

SERVICING CRITERIA TO BE ADDRESSED IN

INDENTURE TRUSTEE’S ASSESSMENT OF COMPLIANCE

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”:

Servicing Criteria		Applicable Servicing Criteria
Reference	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.
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.
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.
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.
1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
	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.
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	✓
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.
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.1	✓
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. (1)	✓
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.

¹  To extent such accounts relate to accounts maintained at the Indenture Trustee.

Ex. D-1

Servicing Criteria		Applicable Servicing Criteria
Reference	Criteria
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.
	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.
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. 2	✓
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.	✓
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.	✓
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on pool assets is maintained as required by the transaction agreements or related asset pool documents.
1122(d)(4)(ii)	Pool assets and related documents are safeguarded 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.
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 asset pool documents.
1122(d)(4)(v)	The Servicer’s records regarding the accounts and the accounts agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s account (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.
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.

²  In accordance with the Servicer’s Accounting as set forth in the Basic Documents, as applicable.

Ex. D-2

Servicing Criteria		Applicable Servicing Criteria
Reference	Criteria
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).
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.
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 Account 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 Account documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related Accounts, 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.
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.
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.
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
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.

Ex. D-3

EXHIBIT E

FORM OF CERTIFICATION

Re: the                                          dated as of             , 20     (the “Agreement”), among                                                                          .

I,                                         , the                                          of Deutsche Bank Trust Company Americas (the “Company”), certify to Ally Auto Assets LLC (the “Depositor”), and its officers, with the knowledge and intent that they will rely upon this certification, that:

(1) I have reviewed the report on assessment of the Company’s compliance provided in accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Report on Assessment”), and 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 that were delivered by the Company to the Depositor pursuant to the Agreement (collectively, the “Company Information”);

(2) To the best of my knowledge, the Report on Assessment, 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 Report on Assessment; and

(3) To the best of my knowledge, all of the Company Information required to be provided by the Company under the Agreement has been provided to the Depositor.

Dated:
By:	DEUTSCHE BANK NATIONAL TRUST COMPANY for DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Indenture Trustee
Name:
Title:

Ex. E

APPENDIX A

Additional Representations and Warranties

1. This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Issuing Entity.

2. All steps necessary to perfect the Issuing Entity’s security interest against each Obligor in the property securing the Receivables have been taken.

3. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the applicable UCC.

4. The Issuing Entity owns and has good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person.

5. The Issuing Entity has caused or will have caused, within ten (10) 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 Indenture Trustee under this Indenture.

6. Other than the security interest granted to the Indenture Trustee under the Indenture, the Issuing Entity has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Issuing Entity has not authorized the filing of, nor is the Issuing Entity aware of, any financing statements against the Seller, the Depositor or the Issuing Entity that include a description of collateral covering the Receivables other than the financing statements relating to the security interests granted to the Depositor, the Issuing Entity and the Indenture Trustee under the Basic Documents or any financing statement that has been terminated. The Issuing Entity is not aware of any judgment or tax lien filings against the Seller, the Depositor or the Issuing Entity.

7. The Custodian has in its possession or with other third party vendors all original copies (or, with respect to Receivables that are “electronic chattel paper,” authoritative copies) of the Receivables Files and other documents that constitute or evidence the Receivables. The Receivables Files and other documents that constitute or evidence the Receivables that are “tangible chattel paper” do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor. All financing statements filed or to be filed against the Issuing Entity in favor of the Indenture Trustee in connection herewith describing the Receivables contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee.”

App. A

EX-4.2

EXHIBIT 4.2

TRUST AGREEMENT

AMONG

ALLY AUTO ASSETS LLC,

DEPOSITOR

BNY MELLON TRUST OF DELAWARE,

OWNER TRUSTEE

AND

THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION,

AS PAYING AGENT

DATED AS OF MAY 24, 2017

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE			1
SECTION 1.1	DEFINITIONS		1
ARTICLE II ORGANIZATION			1
SECTION 2.1	NAME		1
SECTION 2.2	OFFICE		1
SECTION 2.3	PURPOSES AND POWERS		1
SECTION 2.4	APPOINTMENT OF OWNER TRUSTEE		2
SECTION 2.5	INITIAL CAPITAL CONTRIBUTION OF OWNER TRUST ESTATE		2
SECTION 2.6	DECLARATION OF TRUST		2
SECTION 2.7	LIABILITY OF THE CERTIFICATEHOLDERS		3
SECTION 2.8	TITLE TO TRUST PROPERTY		3
SECTION 2.9	SITUS OF TRUST		3
SECTION 2.10	REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR		3
SECTION 2.11	TAX TREATMENT		4
ARTICLE III THE CERTIFICATES			5
SECTION 3.1	INITIAL CERTIFICATE OWNERSHIP		5
SECTION 3.2	THE CERTIFICATES		5
SECTION 3.3	EXECUTION, AUTHENTICATION AND DELIVERY		7
SECTION 3.4	REGISTRATION OF CERTIFICATES; REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES		8
SECTION 3.5	MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES		13
SECTION 3.6	PERSONS DEEMED CERTIFICATEHOLDERS		14
SECTION 3.7	ACCESS TO LIST OF CERTIFICATEHOLDERS’ NAMES AND ADDRESSES		14
SECTION 3.8	MAINTENANCE OF CORPORATE TRUST OFFICE		14
SECTION 3.9	APPOINTMENT OF PAYING AGENT		14
SECTION 3.10	DEPOSITOR AS CERTIFICATEHOLDER		15
SECTION 3.11	RULE 144A INFORMATION		15
SECTION 3.12	DEFINITIVE CERTIFICATES		15
SECTION 3.13	NOTICES TO CLEARING AGENCY		15
SECTION 3.14	RESTRICTIONS ON NOTE ACQUISITIONS		16
ARTICLE IV ACTIONS BY OWNER TRUSTEE			16
SECTION 4.1	PRIOR NOTICE TO CERTIFICATEHOLDERS WITH RESPECT TO CERTAIN MATTERS		16
SECTION 4.2	ACTION BY CERTIFICATEHOLDERS WITH RESPECT TO CERTAIN MATTERS		17
SECTION 4.3	ACTION BY CERTIFICATEHOLDERS WITH RESPECT TO BANKRUPTCY		17
SECTION 4.4	RESTRICTIONS ON CERTIFICATEHOLDERS’ POWER		18
SECTION 4.5	MAJORITY CONTROL		18
ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES			18
SECTION 5.1	ESTABLISHMENT OF CERTIFICATE DISTRIBUTION ACCOUNT		18
SECTION 5.2	APPLICATION OF TRUST FUNDS		18
SECTION 5.3	METHOD OF PAYMENT		20
SECTION 5.4	ACCOUNTING AND REPORTS TO THE CERTIFICATEHOLDERS, THE INTERNAL REVENUE SERVICE AND OTHERS		20
SECTION 5.5	SIGNATURE ON RETURNS; OTHER TAX MATTERS		20

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ARTICLE VI THE OWNER TRUSTEE		21
SECTION 6.1	DUTIES OF OWNER TRUSTEE	21
SECTION 6.2	RIGHTS OF OWNER TRUSTEE	22
SECTION 6.3	ACCEPTANCE OF TRUSTS AND DUTIES	22
SECTION 6.4	ACTION UPON INSTRUCTION BY CERTIFICATEHOLDERS	24
SECTION 6.5	FURNISHING OF DOCUMENTS	24
SECTION 6.6	REPRESENTATIONS AND WARRANTIES OF OWNER TRUSTEE	25
SECTION 6.7	RELIANCE; ADVICE OF COUNSEL	25
SECTION 6.8	OWNER TRUSTEE MAY OWN CERTIFICATES AND NOTES	26
SECTION 6.9	COMPENSATION AND INDEMNITY	26
SECTION 6.10	REPLACEMENT OF OWNER TRUSTEE	26
SECTION 6.11	MERGER OR CONSOLIDATION OF OWNER TRUSTEE	27
SECTION 6.12	APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE	28
SECTION 6.13	ELIGIBILITY REQUIREMENTS FOR OWNER TRUSTEE	29
SECTION 6.14	COMPLIANCE WITH THE FDIC RULE	29
SECTION 6.15	NOTICE OF EVENTS OF DEFAULT	29
ARTICLE VII TERMINATION OF TRUST AGREEMENT		29
SECTION 7.1	TERMINATION OF TRUST AGREEMENT	29
ARTICLE VIII AMENDMENTS		31
SECTION 8.1	AMENDMENTS WITHOUT CONSENT OF CERTIFICATEHOLDERS OR NOTEHOLDERS	31
SECTION 8.2	AMENDMENTS WITH CONSENT OF CERTIFICATEHOLDERS AND NOTEHOLDERS	31
SECTION 8.3	FORM OF AMENDMENTS	32
ARTICLE IX MISCELLANEOUS		32
SECTION 9.1	NO LEGAL TITLE TO OWNER TRUST ESTATE	32
SECTION 9.2	LIMITATIONS ON RIGHTS OF OTHERS	32
SECTION 9.3	DERIVATIVE ACTIONS	33
SECTION 9.4	NOTICES	33
SECTION 9.5	SEVERABILITY	33
SECTION 9.6	COUNTERPARTS	33
SECTION 9.7	SUCCESSORS AND ASSIGNS	33
SECTION 9.8	NO PETITION	34
SECTION 9.9	NO RECOURSE	34
SECTION 9.10	HEADINGS	34
SECTION 9.11	GOVERNING LAW	34
SECTION 9.12	INDEMNIFICATION BY AND REIMBURSEMENT OF THE SERVICER	35
SECTION 9.13	EFFECT OF AMENDMENT AND RESTATEMENT	35
SECTION 9.14	INFORMATION TO BE PROVIDED BY THE OWNER TRUSTEE	35

EXHIBIT A	Form of Certificate
EXHIBIT B	Certificate of Trust
EXHIBIT C	Form of Undertaking Letter

ii

TRUST AGREEMENT, dated as of May 24, 2017, is among ALLY AUTO ASSETS LLC, a Delaware limited liability company, in its capacity as a depositor (the “Depositor”), BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation, as trustee and not in its individual capacity (the “Owner Trustee”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as paying agent.

WHEREAS, the Depositor and the Owner Trustee previously entered into a certain Trust Agreement, dated April 21, 2017 (the “Original Trust Agreement”), that contemplated this Trust Agreement; and

WHEREAS, the Depositor and the Owner Trustee desire hereby to amend and restate the Original Trust Agreement in its entirety.

NOW, THEREFORE, the Depositor and the Owner Trustee hereby agree as follows:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1    Definitions. Certain capitalized terms used in this Trust Agreement shall have the respective meanings assigned to them in Part I of Appendix A to the Servicing Agreement of even date herewith among the Depositor, the Servicer and the Trust (as amended, supplemented or modified from time to time, the “Servicing Agreement”). All references herein to “the Agreement” or “this Agreement” are to this Trust Agreement. All references herein to Articles, Sections and subsections are to Articles, Sections and subsections of this Agreement unless otherwise specified. The rules of construction set forth in Part II of Appendix A to the Servicing Agreement shall be applicable to this Agreement.

ARTICLE II

ORGANIZATION

Section 2.1    Name. The Trust continued hereby shall be known as Ally Auto Receivables Trust 2017-3, in which name the Owner Trustee may conduct the business of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued on behalf of the Trust. The Owner Trustee has filed the Certificate of Trust on behalf of the Trust pursuant to Section 3810(a) of the Statutory Trust Act.

Section 2.2    Office. The office of the Trust shall be in care of the Owner Trustee at the Corporate Trust Office or at such other address in Delaware as the Owner Trustee may designate by written notice to the Certificateholders and the Depositor.

Section 2.3    Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities:

(a)    to acquire, manage and hold the Receivables;

(b)    to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates;

(c)    to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust;

(d)    to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture;

(e)    to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party;

(f)    to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and

(g)    subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders.

The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Section 2.4    Appointment of Owner Trustee. The Depositor hereby appoints the Owner Trustee as trustee of the Trust to have all the rights, powers and duties set forth herein.

Section 2.5    Initial Capital Contribution of Owner Trust Estate. The Depositor sold, assigned, transferred, conveyed and set over to the Owner Trustee, as of April 21, 2017, the sum of one dollar. The Owner Trustee hereby acknowledges receipt in trust from the Depositor, as of April 21, 2017, of the foregoing contribution which constituted the initial Owner Trust Estate. The Depositor shall pay organizational expenses of the Trust as they may arise or shall, upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the Owner Trustee.

Section 2.6    Declaration of Trust. The Owner Trustee hereby declares that it shall hold the Owner Trust Estate (in the name of the Trust and not in the Owner Trustee’s name for the Trust, except as required by, and in accordance with, Section 2.8) in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the

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obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act, that this Agreement constitute the governing instrument of such statutory trust and that the Certificates represent the beneficial interests therein. The rights of the Certificateholders shall be determined as set forth herein and in the Statutory Trust Act and the relationship between the parties hereto created by this Agreement shall not constitute indebtedness for any purpose. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Act with respect to accomplishing the purposes of the Trust.

Section 2.7    Liability of the Certificateholders. Certificateholders and holders of beneficial interests therein shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.

Section 2.8    Title to Trust Property. Legal title to all the Owner Trust Estate shall be vested at all times in the Trust as a separate legal entity except where applicable law in any jurisdiction requires title to any part of the Owner Trust Estate to be vested in a trustee or trustees, in which case title shall be deemed to be transferred to and vested in the Owner Trustee, a co-trustee or a separate trustee, as the case may be. Any such trustee shall take such part of the Owner Trust Estate subject to the security interest of the Indenture Trustee therein established under the Indenture. Such trustee’s acceptance of its appointment shall constitute acknowledgment of such security interest and shall constitute a Grant to the Indenture Trustee of a security interest in all property held by such trustee. Any such trustee shall prepare and file all such financing statements naming such trustee as debtor that are necessary or advisable to perfect, make effective or continue the lien and security interest of the Indenture Trustee.

Section 2.9    Situs of Trust. The Trust shall be located and administered in the States of Delaware or New York. All bank accounts maintained by the Owner Trustee on behalf of the Trust shall be located in the State of Delaware or the State of New York. The Trust shall not have any employees in any State other than the State of Delaware; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee from having employees within or without the State of Delaware. Payments shall be received by the Trust only in the State of Delaware or the State of New York, and payments shall be made by the Trust only from the State of Delaware or the State of New York. The only office of the Trust shall be the Corporate Trust Office of the Owner Trustee in the State of Delaware.

Section 2.10    Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that:

(a)    The Depositor has been duly formed and is validly existing as an entity in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted and had at all relevant times, and now has, power, authority and legal right to acquire and own the Receivables contemplated to be transferred to the Trust pursuant to the Trust Sale Agreement.

3

(b)    The Depositor is duly qualified to do business as a foreign entity 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 requires such qualifications.

(c)    The Depositor has the power and authority to execute and deliver this Agreement and any other Basic Documents to which the Depositor is a party and to carry out its terms, the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Owner Trust Estate and the Depositor has duly authorized such sale and assignment to the Trust by all necessary limited liability company action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company action.

(d)    The consummation of the transactions contemplated by this Agreement and any other Basic Documents to which the Depositor is a party, and the fulfillment of the terms of this Agreement and any other Basic Documents to which the Depositor is a party 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 certificate of formation or limited liability company agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor 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 the Basic Documents), or violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties.

Section 2.11    Tax Treatment. The Depositor and Owner Trustee, by entering into this Agreement, express their intention that the Trust will be treated, for United States federal income tax purposes, as a grantor trust and it is neither the purpose nor the intent of the parties hereto to create a partnership, joint venture or association taxable as a corporation. If the Depositor is not the sole owner or beneficial owner of the Certificates, through sale of the Certificates, issuance by the Trust of additional Certificates to a Person other than the Depositor or otherwise, the Depositor and the Owner Trustee, by entering into this Agreement, and the Certificateholders, by acquiring any Certificates or interest therein, (i) express their intention that the Certificates will, for United States federal income tax purposes, qualify as interests in a grantor trust and (ii) unless otherwise required by the appropriate taxing authorities, agree to treat the Certificates as interests in an entity as described in clause (i) of this Section 2.11 for United States federal income tax purposes. The parties agree that, unless otherwise required by appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with such characterization of the Trust for such tax purposes. In furtherance of the foregoing, (i) the purpose of the Trust shall be to protect and conserve the assets of the Trust, and the Trust shall not at any time engage in or carry on any kind of business or any kind of commercial or investment activity other than as expressly permitted by this Trust Agreement and (ii) the Trust and Owner Trustee (and any agent of either person) shall take, or refrain from taking, all such action as is necessary to maintain the status of the Trust as a grantor trust. Notwithstanding anything to the contrary in this Trust Agreement or otherwise, neither the Trust nor the Owner Trustee (nor any agent of either person) shall (1) acquire any assets or dispose of any portion of the Trust other than pursuant to the specific provisions of this Trust

4

Agreement, (2) vary the investment of the Trust within the meaning of Treasury Regulation Section 301.7701-4(c) or (3) substitute new investments or reinvest so as to enable the Trust to take advantage of variations in the market to improve the investment of any Certificateholder. The Owner Trustee shall not have any authority to manage, control, use, sell, dispose of or otherwise deal with any part of the Trust property except as required by the express terms of this Trust Agreement in accordance with the powers granted to or the authority conferred upon the Owner Trustee pursuant to this Agreement.

ARTICLE III

THE CERTIFICATES

Section 3.1    Initial Certificate Ownership. Since the formation of the Trust by the contribution by the Depositor pursuant to Section 2.5, the Depositor has been the sole beneficial owner of the Trust.

Section 3.2     The Certificates.

(a)    Each of the Certificates, upon original issuance, shall be issued in the form of Exhibit A hereto, representing Definitive Certificates.

(b)    At the election of the Certificateholder, the Definitive Certificates issued pursuant to Section 3.2(a) may be exchanged for Book-Entry Certificates, to be delivered to the Owner Trustee, as agent for the Clearing Agency, by, or on behalf of, the Trust. The Book-Entry Certificates shall be issued in an aggregate nominal principal amount of the exchanged Definitive Certificates, and all beneficial interests in the Book-Entry Certificates shall be owned, in the minimum principal amount of $1,100 and integral multiples of $1 in excess thereof. The Trust shall not issue any Certificate that would cause the aggregate nominal principal amount of all Certificates to exceed $100,000, or 100,000 units, without the prior written consent of all Certificateholders. No distributions of moneys to the Certificateholders under the Basic Documents shall be deemed to reduce the nominal principal amount of any Certificate prior to payment in full of all Notes; provided, however, that the final aggregate $100,000 distributed to the Certificateholders under the Basic Documents upon final distribution of the Trust Estate and termination of the Trust pursuant to Section 7.1 shall be deemed to repay the aggregate nominal principal amount of the Certificates in full; and provided, further, that any failure to pay in full the nominal principal amount of a Certificate on such final distribution date shall not result in any recourse to, claim against or liability of any Person for such shortfall. Any amounts payable to the Certificateholders on or in respect of the Certificates under the Basic Documents shall be paid and allocated to the various Certificateholders ratably based on their respective Percentage Interests. Such Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the Certificate Depository (initially, Cede & Co.), and no Certificate Owner shall receive a Definitive Certificate representing such Certificate Owner’s interest in such Book-Entry Certificate, except as provided in Section 3.12. After such time as Book-Entry Certificates have been issued and unless and until Definitive Certificates have been issued to the applicable Certificateholders pursuant to Section 3.12 in exchange for the Book-Entry Certificates:

(i)    the provisions of this Section shall be in full force and effect;

5

(ii)    the Certificate Registrar, the Paying Agent and the Owner Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Agreement (including the payment of amounts payable under the Basic Documents and the giving of instructions or directions hereunder) as the sole Certificateholders of the Certificates other than the Definitive Certificates, and shall have no obligation to the Certificate Owners other than the Certificateholders of the Definitive Certificates;

(iii)    to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;

(iv)    the rights of Certificate Owners (other than the Certificateholders of the Definitive Certificates) shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between or among such Certificate Owners and the Clearing Agency or the Clearing Agency Participants or Persons acting through Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments due under the Basic Documents with regard to the Book-Entry Certificates to such Clearing Agency Participants;

(v)    whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders evidencing a specified Percentage Interest, the Clearing Agency shall deliver instructions to the Owner Trustee only to the extent that it has received instructions to such effect from Certificate Owners or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates;

(vi)    owners of a beneficial interest in a Book-Entry Certificate shall not be entitled to have any portion of a Book-Entry Certificate registered in their names and shall not be considered to be the Certificateholders of any Book-Entry Certificates under this Trust Agreement; and

(vii)    payments on a Book-Entry Certificate shall be made to the Clearing Agency, or its nominee, as the registered owner thereof, and none of the Trust, the Owner Trustee or the Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Book-Entry Certificate or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

(c)    Notwithstanding any provision to the contrary herein, so long as a Book-Entry Certificate remains outstanding and is held by or on behalf of the Clearing Agency, transfers of a Book-Entry Certificate, in whole or in part, shall only be made in accordance with Section 3.4. Subject to Section 3.4, transfers of a Book-Entry Certificate shall be limited to transfers of such Book-Entry Certificate in whole, but not in part, to a nominee of the Clearing Agency or to a successor of the Clearing Agency or such successor’s nominee.

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(d)    In the event that a Book-Entry Certificate is exchanged for one or more Definitive Certificates pursuant to Section 3.12, such Certificates may be exchanged for one another only in accordance with the provisions of this Agreement and with such procedures as may be from time to time adopted by the Trust and the Owner Trustee.

(e)    The Certificates shall represent the entire beneficial interest in the Trust. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of a Responsible Officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be duly issued, fully paid and non-assessable beneficial interests in the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates.

(f)    The Certificates shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. The Certificates shall be issued in fully-registered form in the minimum denomination of a 1.10% Percentage Interest.

(g)    The terms of the Certificates set forth in Exhibit A shall form part of this Agreement. Certificate Owners, by their acceptance of a beneficial interest in a Certificate, shall be deemed to have made the representations and agreements set forth in Exhibit A. Each transferee of a beneficial interest in a Certificate shall deliver an undertaking letter in the form attached hereto as Exhibit C to the Owner Trustee and the Depositor.

Section 3.3    Execution, Authentication and Delivery. Concurrently with the sale of the Receivables to the Trust pursuant to the Trust Sale Agreement, the Owner Trustee shall cause Certificates representing the 100% beneficial interest in the Trust to be executed on behalf of the Trust, authenticated and delivered upon the written order of the Depositor, signed by its chairman of the board, its president or any vice president, without further limited liability company action by the Depositor. Such Certificates shall be issued to and held by the Depositor or an Affiliate of the Depositor, as the initial Certificateholders. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee’s authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

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Section 3.4    Registration of Certificates; Registration of Transfer and Exchange of Certificates.

(a)    The Certificate Registrar, as an agent of the Trust, shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. The entries in the Certificate Register shall be conclusive absent manifest error, and the Trust and Owner Trustee shall treat each Person whose name is recorded in the Certificate Register pursuant to the terms hereof as a Certificateholder hereunder for all purposes of this Trust Agreement. This Section 3.4 shall be construed so that the Certificates under this Trust Agreement are at all times maintained in “registered form” within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations. The Certificate Registrar shall record (a) the Percentage Interest in all of the assets of and the right to distributions from the Trust evidenced by each Certificate and (b) all distributions made to each Certificateholder with respect to the Trust’s assets.

(b)    Any Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(i) such transfer, conveyance or assignment is made to the Depositor or such entity pledges its rights and interests in the Certificates or (B) (i) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iii) the conditions set forth in Section 3.4(g) and (i) have been satisfied and (iv) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee; and provided, further, that, after the Closing Date, no Retained Certificate shall be sold, transferred, conveyed or assigned unless counsel satisfactory to the Owner Trustee and the Certificate Registrar has rendered an Opinion of Counsel to the effect that (1) such sale, transfer, conveyance or assignment by the Depositor would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes and (2) all Retained Notes will be characterized as indebtedness for United States federal income tax purposes, provided, that the opinion required by clause (2) shall not be required if (A) the Depositor sells, transfers, conveys or assigns such Retained Certificate to an Affiliate of the Depositor or (B) prior to the date of the effectiveness of such sale, transfer, conveyance or assignment by the Depositor, the Owner Trustee and the Certificate Registrar have received an Opinion of Counsel to the effect that all Retained Notes (excluding for this purpose Retained Notes to the extent the Depositor or a person treated as the Depositor for federal income tax purposes owns Certificates) will be characterized as indebtedness for United States federal income tax purposes. In addition, (i) such sale, pledge or other transfer shall be made to a person whom the transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A), acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are “qualified

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institutional buyers”) to whom notice is given that the sale, pledge or other transfer is being made in reliance on Rule 144A, (ii) such sale, pledge or other transfer shall occur outside of the United States to a Non-U.S. Person in accordance with Rule 903 or Rule 904 of Regulation S of the Securities Act and that person delivers any necessary certifications pursuant to this Agreement, or (iii) such sale, pledge or other transfer shall otherwise be made in a transaction exempt from the registration requirements of the Securities Act, in which case, (A) the Owner Trustee shall require that both the prospective transferor and the prospective transferee certify to the Owner Trustee and the Depositor in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Owner Trustee and the Depositor, and (B) the Owner Trustee shall require a written opinion of counsel (which shall not be at the expense of the Depositor, the Administrator, the Servicer, the Trust or the Owner Trustee), satisfactory to the Depositor and the Owner Trustee to the effect that such transfer will not violate the Securities Act.

(c)    The Owner Trustee may conclusively rely upon advice of the Depositor in reviewing the form and substance of the certifications and opinions required by Section 3.4(b)(B)(iii).

(d)    Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate Percentage Interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent.

(e)    At the option of a Holder, Certificates may be exchanged for other Certificates of a like aggregate Percentage Interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange.

(f)    Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice.

(g)    The Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates.

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(h)    The Certificates may not be acquired by or for the account of a Benefit Plan other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption 95-60, whose underlying assets include less than 25% plan assets, who is not and is not an affiliate of a person that has discretionary authority or control with respect to the assets of the Trust or provides investment advice for a fee (direct or indirect) with respect to the assets of the Trust, and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code.

(i)     Each Certificateholder that is a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Owner Trustee, Paying Agent, and the Administrator on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Paying Agent, or the Administrator), executed originals of Internal Revenue Service Form W-9 certifying that such Certificateholder is exempt from U.S. federal backup withholding tax. Each Certificateholder that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Owner Trustee, Paying Agent, and the Administrator on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Paying Agent, or the Administrator), executed originals of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8ECI, and to the extent such Certificateholder is not the beneficial owner of the Certificate, Internal Revenue Service Form W-8IMY accompanied by Internal Revenue Service Form W-8ECI, W-8BEN-E or W-8BEN. In the case of a Certificateholder that is not a United States person (as defined in Section 7701(a)(30) of the Code) and provides an Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable (or Internal Revenue Service Form W-8IMY accompanied with a Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable) under this Section 3.4(i) in order to claim the benefits of the exemption for portfolio interest under Section 881(c) of the Code (instead of, for example, claiming the benefits of an income tax treaty to which the United States is a party), such Certificateholder (or in the case of a Certificateholder providing such Internal Revenue Service Form W-8IMY, the beneficial owner of the Certificate) hereby represents and warrants that it is not a (i) “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) “10 percent shareholder” of the Trust within the meaning of Section 881(c)(3)(B) of the Code or (iii) “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code.

(j)    Each Certificateholder or beneficial owner of a Certificate that would be subject to U.S. federal withholding tax imposed by FATCA if such person were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), shall deliver to the Owner Trustee, Paying Agent, Administrator or any person designated by any of the foregoing (individually or collectively as the context may require, the “FATCA Administrator”) at the time or times prescribed by law and at such time or times reasonably requested by the FATCA Administrator such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code)

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and such additional documentation reasonably requested by the FATCA Administrator to comply with FATCA and to determine that such Certificateholder or beneficial owner of a Certificate has complied with such person’s obligations under FATCA or to determine the amount to deduct and withhold from such payment to such person.

(k)    No transfer of a Certificate shall be permitted if such transfer is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code and any regulation thereunder.

(l)    Each transferee of a Certificate understands that the Certificates are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, none of the Certificates have been or will be registered under the Securities Act, and, if in the future the transferee decides to offer, resell, pledge or otherwise transfer the Certificates, such Certificates may only be offered, resold, pledged or otherwise transferred in accordance with this Agreement and the applicable legend on such Certificates set forth below.

(m)    Each transferee of a Certificate understands that an investment in the Certificates involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances. Each transferee acknowledges that it has had access to such financial and other information concerning the Trust and the Certificates as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Certificates. Each transferee acknowledges that it has such knowledge and experience in financial and business matters that the transferee is capable of evaluating the merits and risks of its investment in the Certificates, and the transferee and any accounts for which it is acting are each able to bear the economic risk of the holder’s or of its investment.

(n)    No transferee of a Certificate will offer, transfer, pledge, sell or otherwise dispose of the Certificates or any interest in the Certificates to any Person in any manner, or solicit any offer to buy, transfer or otherwise dispose of the Certificates or any interest in the Certificates from any Person in any manner, or make any general solicitation by means of general advertising or in any other manner, or take any other action that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or any other applicable securities laws or require registration pursuant thereto, and will not authorize any Person to act on its behalf, in such manner with respect to the Certificates.

(o)    In connection with the transfer of a Certificate, the Trust shall determine in its sole discretion that the transfer complies with the requirements of Section 3.4(i) through 3.4(k) of this Agreement.

(p)    Each transferee of a Certificate shall acknowledge that the Trust, the Owner Trustee, any initial purchaser or placement agent and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties and agreements in this Section 3.4 and agree that if any of the acknowledgements, representations, warranties or agreements made by it in connection with its purchase of the Certificates are no longer accurate, the transferee will promptly notify the Trust, the Owner Trustee and any initial purchaser or placement agent.

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(q)    Each Certificateholder and each transferee of a Certificate acknowledges that the Certificates will bear a legend to the following effect:

“THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS CERTIFICATE (OR INTEREST THEREIN) THE HOLDER OF THIS CERTIFICATE (OR SUCH INTEREST) IF, OTHER THAN THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, IS DEEMED TO REPRESENT TO THE DEPOSITOR AND THE OWNER TRUSTEE THAT IT IS EITHER (A) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OR (B) A NON-U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OF THE SECURITIES ACT AND IS ACQUIRING THIS CERTIFICATE (OR INTEREST THEREIN) FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS OR NON-U.S. PERSONS).

NO SALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE IS MADE TO THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, (ii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A), ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE “QUALIFIED INSTITUTIONAL BUYERS”) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (iii) SUCH SALE, PLEDGE OR OTHER TRANSFER OCCURS OUTSIDE OF THE UNITED STATES TO A NON-U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OF THE SECURITIES ACT AND THAT PERSON DELIVERS ANY NECESSARY CERTIFICATIONS PURSUANT TO TERMS OF THE TRUST AGREEMENT, OR (iv) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN WHICH CASE (A) THE OWNER TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND THE

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DEPOSITOR, AND (B) THE OWNER TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE DEPOSITOR, THE ADMINISTRATOR, THE SERVICER, THE TRUST OR THE OWNER TRUSTEE) SATISFACTORY TO THE DEPOSITOR AND THE OWNER TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT.”

(r)    Each transferee of a Definitive Certificate shall deliver an undertaking letter in the form attached hereto as Exhibit C to the Owner Trustee and the Depositor.

Section 3.5     Mutilated, Destroyed, Lost or Stolen Certificates.

(a)    If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Certificate Registrar, the Owner Trustee and the Trust such security or indemnity as may be required by them to hold each of them harmless, then, in the absence of notice to the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a protected purchaser, the Owner Trustee shall execute on behalf of the Trust and the Owner Trustee shall authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a replacement Certificate of a like aggregate Percentage Interest in the Trust, as shown on the Certificate; provided, however, that if any such destroyed, lost or stolen Certificate, but not a mutilated Certificate, shall have become or within seven (7) days shall be payable, then instead of issuing a replacement Certificate the Owner Trustee may make distributions to such destroyed, lost or stolen Certificate when so payable.

(b)    If, after the delivery of a replacement Certificate or payment in respect of a destroyed, lost or stolen Certificate pursuant to Section 3.5(a), a protected purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment or distribution such original Certificate, the Owner Trustee shall be entitled to recover such replacement Certificate (and any distributions or payments made with respect thereto) or such payment or distribution from the Person to whom it was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Owner Trustee in connection therewith.

(c)    In connection with the issuance of any replacement Certificate under this Section 3.5, the Owner Trustee may require the payment by the Holder of such Certificate of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Owner Trustee and the Certificate Registrar) connected therewith.

(d)    Any duplicate Certificate issued pursuant to this Section 3.5 in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute an original additional beneficial interest in the Trust, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any time or be enforced by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder.

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(e)    The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

Section 3.6    Persons Deemed Certificateholders. Subject to the provisions of Section 3.4 herein, prior to due presentation of a Certificate for registration of transfer, the Owner Trustee or the Certificate Registrar may treat the Person in whose name any Certificate shall be registered in the Certificate Register as the Certificateholder of such Certificate for the purpose of receiving distributions pursuant to Article V and for all other purposes whatsoever, and neither the Owner Trustee nor the Certificate Registrar shall be affected by any notice to the contrary.

Section 3.7    Access to List of Certificateholders’ Names and Addresses. The Certificate Registrar shall furnish or cause to be furnished to the Servicer and the Depositor, within fifteen (15) days after receipt by the Certificate Registrar of a request therefor from the Servicer or the Depositor in writing, a list of the names and addresses of the Certificateholders as of the most recent Record Date. Each Holder, by receiving and holding a Certificate, shall be deemed to have agreed not to hold any of the Servicer, the Depositor, the Certificate Registrar or the Owner Trustee accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived.

Section 3.8    Maintenance of Corporate Trust Office. The Owner Trustee shall maintain an office or offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Owner Trustee in respect of the Certificates and the Basic Documents may be served. The Owner Trustee initially designates its office located at 301 Bellevue Parkway, 3rd Floor, Wilmington, Delaware 19809, as its principal office for such purposes. The Owner Trustee shall give prompt written notice to the Depositor, to the Servicer and to the Certificateholders of any change in the location of the Certificate Register or any such office or agency.

Section 3.9    Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole Certificateholder. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be The Bank of New York Mellon Trust Company, National Association, and any co-paying agent chosen by BNY Mellon Trust of Delaware. The Bank of New York Mellon Trust Company, National Association shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Owner Trustee. If The Bank of New York Mellon Trust Company, National Association shall no longer be the Paying Agent, the Owner Trustee shall

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appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.3, 6.6, 6.7 and 6.9 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Section 3.10    Depositor as Certificateholder. The Depositor in its individual or any other capacity may become the owner or pledgee of Certificates and may otherwise deal with the Owner Trustee or its Affiliates as if it were not the Depositor.

Section 3.11    Rule 144A Information. The Depositor shall, during any period in which a purchaser of the Certificates holds such Certificate and in which the Depositor is not subject to Section 13 or 15(d) of the Exchange Act, make available, upon request, to any holder of such Certificates in connection with any sale thereof and any prospective purchaser of Certificates from such holder, the information specified in Rule 144A(d)(4) under the Act.

Section 3.12    Definitive Certificates. If (i) the Administrator advises the Owner Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates and the Trust is unable to locate a qualified successor; (ii) the Administrator, at its option, advises the Owner Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency; or (iii) Certificate Owners representing beneficial interests aggregating at least a majority of the Percentage Interests in the Trust advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Certificate Owners, then the Clearing Agency shall notify all Certificate Owners and the Owner Trustee of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Owner Trustee of the typewritten Certificate or Certificates representing the Book-Entry Certificate by the Clearing Agency, accompanied by registration instructions, the Trust shall execute and the Owner Trustee shall authenticate the Definitive Certificates in accordance with the instructions of the Clearing Agency. None of the Trust, the Certificate Registrar or the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates, the Owner Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders.

Section 3.13    Notices to Clearing Agency. Whenever a notice or other communication to the Certificateholders is required under this Agreement, unless and until Definitive

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Certificates shall have been issued to the owner of a Certificate pursuant to Section 3.12, the Owner Trustee shall give all such notices and communications specified herein to be given to the Certificateholders to the Clearing Agency, and shall have no obligation to the beneficial owner of a Certificate.

Section 3.14    Restrictions on Note Acquisitions. Neither a member of any “expanded group” (as defined in Treasury Regulation Section 1.385-1(c)(4)) that includes the Trust or a Certificate Owner nor a “controlled partnership” (as defined in Treasury Regulation Section 1.385-1(c)(1)) of such expanded group shall acquire any Notes from the Trust, any Affiliate, or through the marketplace prior to obtaining an Opinion of Counsel stating that (i) the acquisition or reacquisition of such Note will not cause the Trust, initially upon such acquisition or subsequent to the acquisition, to be classified as an association or publicly traded partnership treated as a corporation for federal income tax purposes and will not cause the Note to be recharacterized as stock pursuant to Treasury Regulations under section 385 of the Code or otherwise cause the Trust not to be classified as a grantor trust. The preceding sentence shall not apply to (i) any U.S. corporate member of the same U.S. corporate affiliated group (as defined in Section 1504 of the Code) filing a consolidated federal income tax return that includes the Trust or every applicable Certificate Owner (the “Trust Consolidated Group”) or (ii) a partnership all of the partners of which are either such U.S. corporate members of the Trust Consolidated Group as described in clause (A) or partnerships all of the partners of which are such U.S. corporate members of the Trust Consolidated Group as described in clause (A). No member of any “expanded group” that includes the Trust or Certificate Owner (as defined in Treasury Regulation Section 1.385-1(b)(3)) or “controlled partnership” of such expanded group (as defined in Treasury Regulation Section 1.385-1(c)(4)) shall transfer any Notes outside the expanded group prior to obtaining an Opinion of Counsel stating that the transfer of such Note will not cause the Trust to be classified as an association or publicly traded partnership treated as a corporation for federal income tax purposes and will not cause the Note to be recharacterized as stock pursuant to Treasury Regulations under section 385 of the Code or otherwise cause the Trust not to be classified as a grantor trust.

ARTICLE IV

ACTIONS BY OWNER TRUSTEE

Section 4.1    Prior Notice to Certificateholders with Respect to Certain Matters. The Owner Trustee shall not take action with respect to the following matters, unless (i) the Owner Trustee shall have notified the Certificateholders in writing of the proposed action at least thirty (30) days and not more than forty-five (45) days before the taking of such action, and (ii) the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction:

(a)    the initiation of any claim or lawsuit by the Trust (other than an action to collect on a Receivable or an action by the Indenture Trustee pursuant to the Indenture) and the compromise of any action, claim or lawsuit brought by or against the Trust (other than an action to collect on a Receivable or an action by the Indenture Trustee pursuant to the Indenture);

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(b)    except as may be required under the Statutory Trust Act, the election by the Trust to file an amendment to the Certificate of Trust, a conformed copy of which is attached hereto as Exhibit B;

(c)    the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required;

(d)    the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the Certificateholders;

(e)    the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders; or

(f)    the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Section 4.2    Action by Certificateholders with Respect to Certain Matters. The Owner Trustee shall not have the power, except upon the written direction of the Majority Certificateholders, to remove the Administrator under the Administration Agreement pursuant to Section 10 thereof, appoint a successor Administrator pursuant to Section 10 of the Administration Agreement, remove the Servicer under the Servicing Agreement pursuant to Section 7.02 thereof or, except as expressly provided in the Basic Documents, sell the Receivables or any interest therein after the termination of the Indenture. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the Majority Certificateholders.

Section 4.3    Action by Certificateholders with Respect to Bankruptcy. Notwithstanding any prior termination of this Agreement, the Owner Trustee shall not have the power to commence a voluntary case under Title 11 of the United States Code or any successor provision relating to the Trust without the prior approval of the Majority Certificateholders and the delivery to the Owner Trustee by such Majority Certificateholders of a certificate certifying that such Majority Certificateholders reasonably believe that the Trust is insolvent; provided, however, that under no circumstances shall the Owner Trustee commence or join in commencing any such case prior to the date that is one year and one day after the termination of the Trust.

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Section 4.4    Restrictions on Certificateholders’ Power. No Certificateholder shall direct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement, including Section 2.3 of this Agreement, or any of the other Basic Documents, nor shall the Owner Trustee be obligated to follow any such direction, if given. The Certificateholders shall not and shall not direct the Owner Trustee to take action that would violate the provisions of Section 6.1 and, if given, the Owner Trustee shall not be obligated to follow any such direction.

Section 4.5    Majority Control. Except as expressly provided herein, any action that may be taken or consent that may be given or withheld by the Certificateholders under this Agreement shall be effective if such action is taken or such consent is given or withheld by the Majority Certificateholders as of the close of the preceding Distribution Date. Except as expressly provided herein, any written notice, instruction, direction or other document of the Certificateholders delivered pursuant to this Agreement shall be effective if signed by the Majority Certificateholders at the time of the delivery of such notice.

ARTICLE V

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

Section 5.1     Establishment of Certificate Distribution Account.

(a)    Except as otherwise provided in Section 5.2, the Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trust an Eligible Deposit Account known as the Ally Auto Receivables Trust 2017-3 Certificate Distribution Account (the “Certificate Distribution Account”), bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders. The Certificate Distribution Account shall initially be established as a segregated trust account with The Bank of New York Mellon.

(b)    The Certificateholders shall possess all right, title and interest in and to all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise provided herein, in the Indenture or in the Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee or the Paying Agent for the benefit of the Certificateholders. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Servicer on behalf of the Owner Trustee, if the Certificate Distribution Account is not then held by the Owner Trustee or an Affiliate thereof) shall within ten (10) Business Days (or such longer period, not to exceed thirty (30) calendar days, as to which each Rating Agency may consent) establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash or any investments to such new Certificate Distribution Account.

Section 5.2     Application of Trust Funds.

(a)    On each Distribution Date, the Owner Trustee or the Paying Agent shall distribute to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 of the Servicing Agreement on or prior to such Distribution Date. Funds received by the Owner Trustee or the

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Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. Notwithstanding the foregoing or anything else to the contrary in this Agreement or the other Basic Documents, if and for so long as Certificates representing in the aggregate a 100% beneficial interest in the Trust are held by the Depositor, (i) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution.

(b)    On each Distribution Date, the Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09 of the Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholder.

(c)    If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee or the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee or the Paying Agent for any out-of-pocket expenses incurred.

(d)    If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

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Section 5.3    Method of Payment. Subject to Section 7.1(c), distributions required to be made to Certificateholders on any Distribution Date shall be made to each Certificateholder of record on the related Record Date by wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided to the Certificate Registrar appropriate written instructions at least five (5) Business Days prior to such Distribution Date or if not, by check mailed to such Certificateholder at the address of such Certificateholder appearing in the Certificate Register; provided, however, that, unless and until Definitive Certificates have been issued pursuant to Section 3.12, with respect to Book-Entry Certificates registered on the applicable Record Date in the name of the Certificate Depository (initially, Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by the Certificate Depository.

Section 5.4    Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations or otherwise, such information as may be required to enable each Certificateholder to prepare its federal income tax return, file such tax returns relating to the Trust and make such elections as may from time to time be required or appropriate under any applicable State or federal statute or rule or regulation thereunder so as to maintain the Trust’s characterization as an entity described in Section 2.11 for federal income tax purposes, cause such tax returns to be signed in the manner required by law and collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee (or, if the Depositor is the sole Certificateholder, the Administrator) shall annually cause to be sent to each Certificateholder a separate statement setting forth each such Certificateholder’s share of items of income, gain, loss, deduction or credit and will instruct each such Certificateholder to report such items on its federal income tax return. The Owner Trustee (or, if the Depositor is the sole Certificateholder, the Administrator) shall prepare or cause to be prepared the returns and information required by Treasury Regulations Section 1.671-5, as well as any other applicable provisions of law, to be provided and filed, as applicable, in the manner prescribed therein.

Section 5.5    Signature on Returns; Other Tax Matters. The Owner Trustee shall sign on behalf of the Trust any and all tax returns of the Trust, unless applicable law requires a Certificateholder to sign such documents, in which case such Certificateholder hereby agrees to sign such document and to cooperate fully with the reasonable requests of the Owner Trustee with respect thereto.

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ARTICLE VI

THE OWNER TRUSTEE

Section 6.1     Duties of Owner Trustee.

(a)    The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement.

(b)    Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement.

(c)    In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement.

(d)    The Owner Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i)    this Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b);

(ii)    the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and

(iii)    the Owner Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 4.1, Section 4.2 or Section 6.4.

(e)    Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon.

(f)    The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

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Section 6.2    Rights of Owner Trustee. The Owner Trustee is authorized and directed to execute and deliver the Basic Documents and each certificate or other document attached as an exhibit to or contemplated by the Basic Documents to which the Trust is to be a party, in such form as the Depositor shall approve as evidenced conclusively by the Owner Trustee’s execution thereof. In addition to the foregoing, the Owner Trustee is authorized, but shall not be obligated, to take all actions required of the Trust pursuant to the Basic Documents. The Owner Trustee is further authorized from time to time to take such action as the Administrator recommends and directs in writing with respect to the Basic Documents.

Section 6.3    Acceptance of Trusts and Duties. Except as otherwise provided in this Article VI, in accepting the trusts hereby created, BNY Mellon Trust of Delaware acts solely as Owner Trustee hereunder and not in its individual capacity and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any other Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereof. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents. The Owner Trustee shall not be liable or accountable hereunder or under any other Basic Document under any circumstances, except for its own negligent action, its own negligent failure to act or its own willful misconduct or in the case of the inaccuracy of any representation or warranty contained in Section 6.6 and expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):

(a)    the Owner Trustee shall at no time have any responsibility or liability for, or with respect to, the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for, or with respect to, the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to Certificateholders under this Agreement or to Noteholders under the Indenture, including: the existence, condition and ownership of any Financed Vehicle; the existence and enforceability of any insurance thereon; the existence and contents of any Receivable on any computer or other record thereof; the validity of the assignment of any Receivable to the Trust or of any intervening assignment; the completeness of any Receivable; the performance or enforcement of any Receivable; the compliance by the Depositor or the Servicer with any warranty or representation made under any Basic Document or in any related document or the accuracy of any such warranty or representation or any action of the Administrator, the Indenture Trustee or the Servicer or any sub-servicer taken in the name of the Owner Trustee;

(b)    the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or any Certificateholder;

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(c)    no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;

(d)    under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;

(e)    the Owner Trustee shall not be responsible for or in respect of and makes no representation as to the validity or sufficiency of any provision of this Agreement other than as explicitly set forth herein or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for, or in respect of, the validity or sufficiency of the Notes, the Certificates (other than the certificate of authentication on the Certificates), the other Basic Documents, any Receivables or any related documents, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents;

(f)    the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Indenture Trustee, the Depositor or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under the Servicing Agreement;

(g)    the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act;

(h)    notwithstanding anything to the contrary contained herein or in any other Basic Document, and notwithstanding any Person’s right to instruct the Owner Trustee, neither the Owner Trustee nor any agent, employee, director or officer of the Owner Trustee shall have any obligation to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required pursuant to the Sarbanes-Oxley Act of 2002 or the rules and regulations promulgated pursuant thereto, and the refusal to comply with any such instructions shall not constitute a default or breach under any Basic Document. In the event that the Owner Trustee, on behalf of the Trust, does not execute, deliver or certify any filings, certificates, affidavits or other instruments required under the Sarbanes-Oxley Act of 2002, an Authorized Officer of the Administrator shall, on behalf of the Trust, execute, deliver or make such certification;

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(i)    the Owner Trustee shall not be personally liable for special, indirect, consequential or punitive damages, however styled, including lost profits;

(j)    the Owner Trustee shall have no responsibility to monitor or cause the Trust to comply with Regulation RR; and

(k)    the Owner Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Owner Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Owner Trustee at the Corporate Trust Office of the Owner Trustee, and such notice references the Certificates or this Trust Agreement.

Section 6.4    Action upon Instruction by Certificateholders.

(a)    Subject to Section 4.4, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Section 4.5.

(b)    Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any other Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law.

(c)    Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any other Basic Document, or is unsure as to the application, intent, interpretation or meaning of any provision of this Agreement or the other Basic Documents, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction as to the course of action to be adopted, and, to the extent the Owner Trustee acts in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instructions within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action which is consistent, in its view, with this Agreement or the other Basic Documents, and as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for any such action or inaction.

Section 6.5    Furnishing of Documents. The Owner Trustee shall furnish to the Certificateholders, promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Basic Documents.

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Section 6.6    Representations and Warranties of Owner Trustee. The Owner Trustee hereby represents and warrants to the Depositor, for the benefit of the Certificateholders, that:

(a)    It is a banking corporation duly organized, validly existing and in good standing under the laws of the State of its incorporation. It has satisfied the eligibility requirements set forth in Section 6.13.

(b)    It has full power, authority and legal right to execute, deliver and perform this Agreement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement.

(c)    The execution, delivery and performance by it of this Agreement (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Owner Trustee or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to the Owner Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Owner Trustee or (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Owner Trustee’s performance or ability to perform its duties as Owner Trustee under this Agreement or on the transactions contemplated in this Agreement.

(d)    This Agreement has been duly executed and delivered by the Owner Trustee and constitutes the legal, valid and binding agreement of the Owner Trustee, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Section 6.7     Reliance; Advice of Counsel.

(a)    The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties and need not investigate any fact or matter in any such document. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other authorized officers of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

(b)    In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the other Basic Documents,

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the Owner Trustee may act directly or through its agents, attorneys, custodians or nominees (including The Bank of New York Mellon Trust Company, N.A. who will perform administrative duties on behalf of BNY Mellon Trust of Delaware as Owner Trustee) pursuant to agreements entered into with any of them, and the Owner Trustee shall not be liable for the conduct or misconduct of such agents, attorneys, custodians or nominees if such agents, attorneys, custodians or nominees shall have been selected by the Owner Trustee with reasonable care; and may consult with counsel, accountants and other skilled professionals to be selected with reasonable care and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the opinion or advice of any such counsel, accountants or other such Persons and not contrary to this Agreement or any other Basic Document.

Section 6.8    Owner Trustee May Own Certificates and Notes. BNY Mellon Trust of Delaware or any successor Owner Trustee in its individual or any other capacity may become the owner or pledgee of Certificates or Notes and may deal with the Depositor, the Administrator, the Indenture Trustee and the Servicer in transactions in the same manner as it would have if it were not the Owner Trustee.

Section 6.9    Compensation and Indemnity. The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between the Servicer and the Owner Trustee, and the Owner Trustee, any paying agent, registrar, authenticating agent or co-trustee shall be entitled to be reimbursed by the Servicer for its other reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, custodians, nominees, representatives, experts and external counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and its duties hereunder. The Servicer shall indemnify the Owner Trustee, any paying agent, registrar, authenticating agent or co-trustee and its successors, assigns, agents and servants in accordance with the provisions of Section 6.01 of the Servicing Agreement. The indemnities contained in this Section 6.9 shall survive the resignation or removal of the Owner Trustee or the termination of this Agreement. Any amounts paid to the Owner Trustee pursuant to this Article VI shall be deemed not to be a part of the Owner Trust Estate immediately after such payment.

Section 6.10    Replacement of Owner Trustee.

(a)    The Owner Trustee may give notice of its intent to resign and be discharged from the trusts hereby created by giving notice thereof to the Administrator provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) days after the giving of such notice, the Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if:

(i)    the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator;

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(ii)    the Owner Trustee shall be adjudged bankrupt or insolvent;

(iii)    a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or

(iv)    the Owner Trustee shall otherwise be incapable of acting.

(b)    If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee.

(c)    Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

(d)    The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations.

(e)    Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Section 6.11    Merger or Consolidation of Owner Trustee. Any Person into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Owner Trustee, shall be the successor of the Owner Trustee hereunder, provided such Person shall be eligible pursuant to Section 6.13, and without the execution or filing of any instrument or any further act on the part of any of the parties hereto; provided, however, that the Owner Trustee shall mail notice of such merger or consolidation to the Depositor, who promptly shall notify the Rating Agencies.

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Section 6.12    Appointment of Co-Trustee or Separate Trustee.

(a)    Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, the Administrator and the Owner Trustee acting jointly shall, at the expense of the Servicer, have the power and shall, at the expense of the Servicer, execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or trustees, of all or any part of the Owner Trust Estate, and to vest in such Person (in the name of the Trust and not in such Person’s name for the Trust, except to the extent otherwise required by, and in accordance with, Section 2.8), in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section 6.12, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 6.13 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 6.10.

(b)    Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i)    all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee;

(ii)    no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and

(iii)    the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c)    Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator.

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(d)    Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Section 6.13    Eligibility Requirements for Owner Trustee. The Owner Trustee shall at all times satisfy the requirement of Section 26(a)(1) of the Investment Company Act. The Owner Trustee shall at all times: (a) be a corporation satisfying the provisions of Section 3807(a) of the Statutory Trust Act; (b) be authorized to exercise corporate trust powers; (c) have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by federal or State authorities; and (d) have (or have a parent which has) a long-term unsecured debt rating of at least Baa3 by, or such other rating as is acceptable to, Moody’s Investors Service, Inc. and at least BBB- by, or such other rating as is acceptable to, S&P Global Ratings. If such corporation shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section 6.13, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this Section 6.13, the Owner Trustee shall resign immediately in the manner and with the effect specified in Section 6.10.

Section 6.14    Compliance with the FDIC Rule. The Owner Trustee acknowledges Section 12.1(a) of the Indenture and agrees to (i) perform the covenants set forth in Sections 12.5(b) and (g) and Section 12.6(c) of the Indenture applicable to it and (ii) use reasonable efforts to comply with any request of the Depositor or the Servicer to facilitate compliance with Article XII of the Indenture by the Ally Parties.

Section 6.15    Notice of Events of Default. The Owner Trustee shall promptly give notice to each Certificateholder of any default or Event of Default of which it has been provided written notice pursuant to Section 6.5 of the Indenture.

ARTICLE VII

TERMINATION OF TRUST AGREEMENT

Section 7.1     Termination of Trust Agreement.

(a)    The Trust shall dissolve in accordance with Section 3808 of the Statutory Trust Act immediately prior to the final distribution by the Owner Trustee of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Servicing Agreement (including the exercise by the Servicer of its option to purchase the Receivables pursuant to Section 8.01(a) of the Servicing Agreement) and Article V. The

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bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, (y) entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or the Owner Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto.

(b)    Neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust or this Agreement.

(c)    Subject to Section 5.2(a), notice of any dissolution of the Trust, specifying the Distribution Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 8.01(c) of the Servicing Agreement, stating: (i) the Distribution Date upon or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Paying Agent therein designated; (ii) the amount of any such final payment; and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.2.

(d)    If all of the Certificateholders shall not surrender their Certificates for cancellation within six (6) months after the date specified in the written notice referred to in Section 7.1(c), the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one (1) year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable laws with respect to escheat of funds, any funds remaining in the Trust after exhaustion of such remedies in the preceding sentence shall be deemed property of the last Certificateholders of record and distributed by the Owner Trustee to the last Certificateholders of record, and the Owner Trustee shall have no further liability to the Certificateholders with respect thereto.

(e)    Upon the winding up and termination of the Trust in accordance with Section 3808 of the Statutory Trust Act and this Section 7.1 at the written direction and expense of the Certificateholders, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon, this Agreement (other than Sections 6.9, 9.8 and 9.9) and the Trust shall terminate.

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ARTICLE VIII

AMENDMENTS

Section 8.1    Amendments Without Consent of Certificateholders or Noteholders. This Agreement may be amended by the Depositor and the Owner Trustee without the consent of any of the Noteholders or any other Persons who may be Certificateholders (but with prior notice to each of the Rating Agencies from the Depositor), to (i) cure any ambiguity, (ii) correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other Basic Document, (iii) add or supplement any credit enhancement for the benefit of the Noteholders of any class or the Certificateholders (provided that if any such addition shall affect any class of Noteholders differently from any other class of Noteholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of Noteholders), provided that in the case of this clause (iii), the consent of the Certificateholders shall be required, (iv) add to the covenants, restrictions or obligations of the Depositor or the Owner Trustee, (v) evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Owner Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI and (vi) add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the Noteholders or Unaffiliated Certificateholders. Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Section 8.2    Amendments With Consent of Certificateholders and Noteholders. This Agreement may be amended from time to time by the Depositor and the Owner Trustee with the consent of Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date and, if any Person other than the Depositor or an Affiliate of the Depositor holds any Certificates, the consent of the Majority Certificateholders as of the close of the preceding Distribution Date (which consent, whether given pursuant to this Section 8.2 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future holders of such Notes or Certificates and of any Notes or Certificates issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon any Notes or 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) without the consent of the holder of the affected Note or Certificate, as applicable, increase or reduce the interest rate or principal amount of any Note or change any Distribution Date or the Final Scheduled Distribution Date of any Note or distributions on the Certificates (without the consent of the holders hereof), (b) increase or reduce the amount of the required Specified Reserve Account Balance without the consent of all of the Noteholders or Certificateholders then outstanding, (c) adversely affect the rating of any Securities by any of the Rating Agencies without the consent of the holders of two-thirds of the Outstanding Amount of an affected class of Notes or two-thirds of the Voting Interests of affected Certificates, as appropriate, each as of the close of the preceding Distribution Date or (d) reduce the aforesaid percentage required to consent to any such amendment, without the consent of the holders of all Notes and Certificates

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then outstanding. The Depositor shall furnish notice to each of the Rating Agencies prior to obtaining consent to any proposed amendment under this Section 8.2. Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Section 8.3     Form of Amendments.

(a)    Promptly after the execution of any amendment, supplement or consent pursuant to Section 8.1 or Section 8.2, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Unaffiliated Certificateholder and the Indenture Trustee.

(b)    It shall not be necessary for the consent of Certificateholders, the Noteholders or the Owner Trustee pursuant to Section 8.2 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Unaffiliated Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Unaffiliated Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe.

(c)    Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State.

(d)    Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

ARTICLE IX

MISCELLANEOUS

Section 9.1    No Legal Title to Owner Trust Estate. The Certificateholders shall not have legal title to any part of the Owner Trust Estate. The Certificateholders shall be entitled to receive distributions with respect to their undivided Percentage Interest therein only in accordance with Articles V and VII. No transfer, by operation of law or otherwise, of any right, title, and interest of the Certificateholders to and in their Percentage Interest in the Owner Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Owner Trust Estate.

Section 9.2    Limitations on Rights of Others. Except for Section 9.12, the provisions of this Agreement are solely for the benefit of the Owner Trustee, the Depositor, the Certificateholders, the Administrator and, to the extent expressly provided herein, 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.

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Section 9.3    Derivative Actions. Any provision contained herein to the contrary notwithstanding, the right of any Certificateholder or Certificate Owner to bring a derivative action in the right of the Trust is hereby made expressly subject to the following limitations and requirements:

(a)    such Certificateholder or Certificate Owner must meet all requirements set forth in the Statutory Trust Act; and

(b)    no Certificateholder or Certificate Owner may bring a derivative action in the right of the Trust without the prior written consent of the Majority Certificateholders.

Section 9.4    Notices. All demands, notices and communications upon or to the Depositor, the Servicer, the Administrator, the Indenture Trustee, the Owner Trustee or the Rating Agencies under this Agreement shall be delivered as specified in Appendix B to the Servicing Agreement.

Section 9.5    Severability. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.

Section 9.6    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 one and the same instrument.

Section 9.7    Successors and Assigns.

(a)    All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the Depositor, the Owner Trustee and each Certificateholder and their respective successors and permitted assigns, all as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by a Certificateholder shall bind the successors and assigns of such Certificateholder.

(b)    Notwithstanding anything to the contrary contained in this Agreement, this Trust Agreement may be assigned by the Depositor without the consent of any other Person, but with notice to the Rating Agencies to a corporation, limited liability company or other entity that is a successor (by merger, consolidation or purchase of assets) to the Depositor, or 25% or more of the voting interests of which is owned, directly or indirectly, by General Motors or by Ally Financial, provided that such entity executes an agreement of assumption, as provided in Section 3.03(a) of the Trust Sale Agreement.

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Section 9.8    No Petition. The Owner Trustee by entering into this Trust Agreement and each Certificateholder or Certificate Owner, by accepting a Certificate (or interest therein) issued hereunder, hereby covenant and agree that they shall not (nor shall they join with or solicit another person to), prior to the day that is one year and one day after the termination of the Trust and of each other trust heretofore formed by the Depositor, acquiesce, petition or otherwise invoke or cause the Depositor or the Trust to invoke in any court or government authority for the purpose of commencing or sustaining a case against the Depositor or the Trust 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 Depositor or the Trust or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor or the Trust under a federal or State bankruptcy or insolvency proceeding.

Section 9.9    No Recourse. Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest therein) acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests in the Trust only and does not represent interests in or obligations of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Basic Documents. Except as expressly provided in the Basic Documents, none of the Depositor, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or the Trust’s performance of, or omission to perform, any obligations or indemnifications contained in the Certificates, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

Section 9.10    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 9.11    Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF

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DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 9.12    Indemnification by and Reimbursement of the Servicer. The Owner Trustee acknowledges and agrees to reimburse (i) the Servicer and its directors, officers, employees and agents in accordance with Section 6.03(b) of the Servicing Agreement and (ii) the Depositor and its directors, officers, employees and agents in accordance with Section 3.04 of the Trust Sale Agreement. The Owner Trustee further acknowledges and accepts the conditions and limitations with respect to the Servicer’s obligation to indemnify, defend and hold the Owner Trustee harmless as set forth in Section 6.01(a)(iv) of the Servicing Agreement.

Section 9.13    Effect of Amendment and Restatement. It is the intent of the parties hereto that this Trust Agreement shall, as of May 24, 2017, replace in its entirety the Original Trust Agreement; provided, however, that with respect to the period of time from April 21, 2017 through May 24, 2017, the rights and obligations of the parties shall be governed by the Original Trust Agreement; and provided further, that the amendment and restatement of the Original Trust Agreement shall not affect any of the grants, conveyances or transfers contemplated by the Original Trust Agreement to have occurred prior to the date hereof.

Section 9.14    Information to be Provided by the Owner Trustee.

(a)    The Owner Trustee agrees to cooperate in good faith with any reasonable request by the Depositor for information regarding the Owner Trustee which is required in order to enable the Depositor to comply with the provisions of Items 1104(e), 1117, 1119 and 1121(c) of Regulation AB and Rule 15Ga-1 under the Exchange Act as it relates to the Owner Trustee or to the Owner Trustee’s obligations under this Agreement; provided that with respect to Rule 15Ga-1, and Items 1104(e) and 1121(c), the Owner Trustee shall not be deemed a “securitizer” under Regulation AB or under the Exchange Act.

(b)    Except to the extent disclosed by the Owner Trustee in subsection (c) or (d) below, the Owner Trustee shall be deemed to have represented to the Depositor on the first day of each Monthly Period with respect to the prior Monthly Period that to the best of its knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against BNY Mellon Trust of Delaware or any property of BNY Mellon Trust of Delaware that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such Certificates.

(c)    The Owner Trustee shall, as promptly as practicable following notice to or discovery by the Owner Trustee of any changes to any information regarding the Owner Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Depositor, in writing, such updated information.

(d)    The Owner Trustee shall deliver to the Depositor on or before March 15 (or, if such date is not a Business Day, the next succeeding Business Day) of each year, beginning with March 15, 2018, a report of a representative of the Owner Trustee with respect to

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the immediately preceding calendar year certifying, on behalf of the Owner Trustee, that except to the extent otherwise disclosed in writing to Depositor, to the best of his or her knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against BNY Mellon Trust of Delaware or any property of BNY Mellon Trust of Delaware that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such Certificates.

(e)    The Owner Trustee shall deliver to the Depositor on or before March 15 (or, if such date is not a Business Day, the next succeeding Business Day) of each year, beginning with March 15, 2018, a report of a representative of the Owner Trustee with respect to the immediately preceding calendar year providing to the Depositor such information regarding the Owner Trustee as is required for the purpose of compliance with Item 1119 of Regulation AB. Such information shall include, at a minimum, a description of any affiliation between the Owner Trustee and any of the following parties to this securitization transaction, as such parties are identified to the Owner Trustee by the Depositor in writing in advance of this securitization transaction:

(i)    the Depositor;

(ii)    Ally Bank, as sponsor;

(iii)    the Trust;

(iv)    the Servicer;

(v)    the Asset Representations Reviewer;

(vi)    the Indenture Trustee; and

(vii)    any other material transaction party.

(f)    In connection with the parties listed in clauses (i) through (vii) above, the Owner Trustee shall include a description of whether there is, and if so, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from this securitization transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset backed securities issued in this securitization transaction.

(g)    The Owner Trustee shall provide the Depositor with notification, as soon as practicable and in any event within five Business Days, of all demands delivered to a Reporting Officer of the Owner Trustee for the repurchase or replacement of any Receivable pursuant to Section 2.04(a) of the Trust Sale Agreement or Section 2.11 of the Servicing Agreement, as applicable. Subject to this Section 9.14, the Owner Trustee shall have no obligation to take any other action with respect to any demand. Except as set forth in the Basic Documents, in no event shall the Owner Trustee have (i) any responsibility or liability in connection with any filing to be made by a securitizer under the Exchange Act or Regulation AB or (ii) any duty or obligation to undertake any investigation or inquiry related to repurchase activity or otherwise to assume any additional duties or responsibilities except as expressly set forth in this Section 9.14.

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*    *    *    *    *

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

BNY MELLON TRUST OF DELAWARE,

as Owner Trustee

By:

Name:

Title:

ALLY AUTO ASSETS LLC,

as Depositor

By:

Name:

Title:

THE BANK OF NEW YORK MELLON TRUST

COMPANY, NATIONAL ASSOCIATION,

as Paying Agent

By:

Name:

Title:

Trust Agreement (AART 2017-3)

EXHIBIT A

FORM OF [TEMPORARY REGULATION S GLOBAL] [PERMANENT REGULATION

S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE

NO. R-     % PERCENTAGE INTEREST

$[        ]

CUSIP: [                    ]

SEE REVERSE FOR CERTAIN DEFINITIONS

[NO BENEFICIAL OWNER OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE DISTRIBUTIONS HEREIN UNLESS SUCH BENEFICIAL OWNER SHALL HAVE DELIVERED A CERTIFICATION IN THE FORM ATTACHED TO THE TRUST AGREEMENT TO CLEARSTREAM OR EUROCLEAR.

THE HOLDER OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE WITHIN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) PRIOR TO THE EXCHANGE DATE EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE (OR INTEREST THEREIN) THE HOLDER OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE (OR SUCH INTEREST) IS DEEMED TO REPRESENT TO THE DEPOSITOR AND THE OWNER TRUSTEE THAT IT IS A NON-U.S. PERSON (AS DEFINED IN REGULATION S) WHO ACQUIRED THE CERTIFICATE OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S.]

[THIS [PERMANENT REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS [PERMANENT REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE (OR INTEREST THEREIN) THE HOLDER OF THIS [PERMANENT REGULATION S

Ex. A-1

GLOBAL] [RULE 144A GLOBAL] CERTIFICATE (OR SUCH INTEREST) IF, OTHER THAN THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, IS DEEMED TO REPRESENT TO THE DEPOSITOR AND THE OWNER TRUSTEE THAT IT IS [A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND IS ACQUIRING THIS RULE 144A GLOBAL CERTIFICATE (OR INTEREST THEREIN) FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS).] [A NON-U.S. PERSON (AS DEFINED IN REGULATION S) WHO ACQUIRED THIS PERMANENT REGULATION S CERTIFICATE OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S].

NO SALE, PLEDGE OR OTHER TRANSFER OF THIS [TEMPORARY REGULATION S GLOBAL] [PERMANENT REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i) [SUCH SALE IS MADE TO THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, (ii)] SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES [AFTER DUE INQUIRY] IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A), ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE “QUALIFIED INSTITUTIONAL BUYERS”) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, [(ii)][(iii)] SUCH SALE, PLEDGE OR OTHER TRANSFER OCCURS OUTSIDE OF THE UNITED STATES TO A NON-U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OF THE SECURITIES ACT AND THAT PERSON DELIVERS ANY NECESSARY CERTIFICATIONS PURSUANT TO THE TRUST AGREEMENT, [(iv) THIS TEMPORARY REGULATION S CERTIFICATE IS NO LONGER ELIGIBLE FOR RESALE PURSUANT TO RULE 144A OR REGULATION S,] OR [(iv)][(v)] SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN WHICH CASE (A) THE OWNER TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND THE DEPOSITOR, AND (B) THE OWNER TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE DEPOSITOR, THE ADMINISTRATOR, THE SERVICER, THE TRUST OR THE OWNER TRUSTEE) SATISFACTORY TO THE DEPOSITOR AND THE OWNER TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT.

Ex. A-2

THIS [TEMPORARY REGULATION S GLOBAL] [PERMANENT REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE (OR AN INTEREST HEREIN) MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF (1) AN “EMPLOYEE BENEFIT PLAN,” AS DEFINED IN SECTION 3(3) OF THE UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (2) A “PLAN” SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR (3) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY OTHER THAN AN “INSURANCE COMPANY GENERAL ACCOUNT,” AS DEFINED IN PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTCE 95-60”), WHOSE UNDERLYING ASSETS INCLUDE LESS THAN 25% PLAN ASSETS, WHO IS NOT AND IS NOT AN AFFILIATE OF A PERSON THAT HAS DISCRETIONARY AUTHORITY OR CONTROL WITH RESPECT TO THE ASSETS OF THE TRUST OR PROVIDES INVESTMENT ADVICE FOR A FEE (DIRECT OR INDIRECT) WITH RESPECT TO THE ASSETS OF THE TRUST, AND FOR WHICH THE PURCHASE AND HOLDING OF CERTIFICATES IS ELIGIBLE AND SATISFIES ALL CONDITIONS FOR RELIEF UNDER PTCE 95-60. THIS [TEMPORARY REGULATION S GLOBAL] [PERMANENT REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE (OR AN INTEREST THEREIN) ALSO MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF AN EMPLOYEE BENEFIT PLAN OR PLAN THAT IS NOT SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE (INCLUDING, WITHOUT LIMITATION, FOREIGN OR GOVERNMENTAL PLANS) IF SUCH ACQUISITION WOULD RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER, OR A VIOLATION OF, ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE. EACH HOLDER OF THIS [TEMPORARY REGULATION S GLOBAL] [PERMANENT REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE, BY ACCEPTING THIS [TEMPORARY REGULATION S GLOBAL] [PERMANENT REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE, WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT SUBJECT TO THE FOREGOING LIMITATIONS AND, IF REQUESTED TO DO SO BY THE DEPOSITOR, SUCH PERSON SHALL EXECUTE AND DELIVER TO THE OWNER TRUSTEE AN UNDERTAKING LETTER TO SUCH EFFECT IN THE FORM SPECIFIED IN THE TRUST AGREEMENT.

THE HOLDER OF THIS [TEMPORARY REGULATION S GLOBAL] [PERMANENT REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE ACKNOWLEDGES AND AGREES THAT ITS RIGHTS TO RECEIVE DISTRIBUTIONS IN RESPECT OF THIS [TEMPORARY REGULATION S GLOBAL] [PERMANENT REGULATION S GLOBAL]

Ex. A-3

[RULE 144A GLOBAL] CERTIFICATE ARE SUBORDINATED TO THE RIGHTS OF THE NOTEHOLDERS AS AND TO THE EXTENT DESCRIBED IN THE SERVICING AGREEMENT.

IT IS THE INTENT OF THE DEPOSITOR, THE OWNER TRUSTEE AND THE CERTIFICATEHOLDERS THAT, FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, THE TRUST SHALL BE TREATED AS A GRANTOR TRUST. EXCEPT AS OTHERWISE REQUIRED BY APPROPRIATE TAXING AUTHORITIES, THE DEPOSITOR AND THE OTHER CERTIFICATEHOLDERS BY ACCEPTANCE OF A [TEMPORARY REGULATION S GLOBAL] [PERMANENT REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE AGREE TO TREAT, AND TO TAKE NO ACTION INCONSISTENT WITH THE TREATMENT OF, THE CERTIFICATES FOR SUCH TAX PURPOSES AS INTERESTS IN SUCH AN ENTITY AS DESCRIBED IN THE PREVIOUS SENTENCE.

EACH CERTIFICATEHOLDER OR CERTIFICATE OWNER BY ITS ACCEPTANCE OF A CERTIFICATE (OR AN INTEREST THEREIN) COVENANTS AND AGREES THAT SUCH CERTIFICATEHOLDER OR CERTIFICATE OWNER SHALL NOT (NOR SHALL IT JOIN WITH OR SOLICIT ANOTHER PERSON TO), PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE TERMINATION OF THE TRUST AND OF EACH OTHER TRUST HERETOFORE FORMED BY THE DEPOSITOR, ACQUIESCE, PETITION OR OTHERWISE INVOKE OR CAUSE THE DEPOSITOR OR THE TRUST TO INVOKE IN ANY COURT OR GOVERNMENTAL AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING A CASE AGAINST THE DEPOSITOR OR THE TRUST UNDER ANY FEDERAL OR STATE BANKRUPTCY, INSOLVENCY, REORGANIZATION OR SIMILAR LAW OR APPOINTING A RECEIVER, LIQUIDATOR, ASSIGNEE, TRUSTEE, CUSTODIAN, SEQUESTRATOR OR OTHER SIMILAR OFFICIAL OF THE DEPOSITOR OR THE TRUST OR ANY SUBSTANTIAL PART OF ITS PROPERTY, OR ORDERING THE WINDING UP OR LIQUIDATION OF THE AFFAIRS OF THE DEPOSITOR OR THE TRUST UNDER A FEDERAL OR STATE BANKRUPTCY OR INSOLVENCY PROCEEDING.

EACH CERTIFICATEHOLDER OR CERTIFICATE OWNER BY ACCEPTING A CERTIFICATE (OR ANY INTEREST THEREIN) ACKNOWLEDGES THAT SUCH PERSON’S CERTIFICATE (OR INTEREST THEREIN) REPRESENTS BENEFICIAL INTERESTS IN THE TRUST ONLY AND DOES NOT REPRESENT INTERESTS IN OR OBLIGATIONS OF THE DEPOSITOR, THE SERVICER, THE ADMINISTRATOR, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE OR ANY AFFILIATE THEREOF AND NO RECOURSE, EITHER DIRECTLY OR INDIRECTLY, MAY BE HAD AGAINST SUCH PARTIES OR THEIR ASSETS, EXCEPT AS MAY BE EXPRESSLY SET FORTH OR CONTEMPLATED IN THIS AGREEMENT,

Ex. A-4

THE CERTIFICATES OR THE OTHER BASIC DOCUMENTS. EXCEPT AS EXPRESSLY PROVIDED IN THE BASIC DOCUMENTS, NONE OF THE DEPOSITOR, THE SERVICER OR THE OWNER TRUSTEE IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, OR ANY OF THEIR RESPECTIVE PARTNERS, BENEFICIARIES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES OR SUCCESSORS OR ASSIGNS, SHALL BE PERSONALLY LIABLE FOR, NOR SHALL RECOURSE BE HAD TO ANY OF THEM FOR, THE DISTRIBUTION OF ANY AMOUNT WITH RESPECT TO THE CERTIFICATES OR THE TRUST’S PERFORMANCE OF, OR OMISSION TO PERFORM, ANY OBLIGATIONS OR INDEMNIFICATIONS CONTAINED IN THE CERTIFICATES, THIS AGREEMENT OR THE OTHER BASIC DOCUMENTS, IT BEING EXPRESSLY UNDERSTOOD THAT SUCH CERTIFICATEHOLDER OBLIGATIONS HAVE BEEN MADE SOLELY BY THE TRUST. EACH CERTIFICATEHOLDER BY THE ACCEPTANCE OF A CERTIFICATE (OR BENEFICIAL INTEREST THEREIN) AGREES THAT EXCEPT AS EXPRESSLY PROVIDED IN THE BASIC DOCUMENTS, IN THE EVENT OF NONPAYMENT OF ANY AMOUNTS WITH RESPECT TO THE CERTIFICATES, IT SHALL HAVE NO CLAIM AGAINST ANY OF THE FOREGOING PERSONS FOR ANY DEFICIENCY, LOSS OR CLAIM THEREFROM. IN THE EVENT THAT ANY OF THE FOREGOING COVENANTS OF EACH CERTIFICATEHOLDER AND CERTIFICATE OWNER IS PROHIBITED BY, OR DECLARED ILLEGAL OR OTHERWISE UNENFORCEABLE AGAINST ANY SUCH CERTIFICATEHOLDER OR CERTIFICATE OWNER UNDER APPLICABLE LAW BY ANY COURT OR OTHER AUTHORITY OF COMPETENT JURISDICTION, AND, AS A RESULT, A CERTIFICATEHOLDER OR CERTIFICATE OWNER IS DEEMED TO HAVE AN INTEREST IN ANY ASSETS OF THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR OTHER THAN THE TRUST, EACH CERTIFICATEHOLDER AND CERTIFICATE OWNER AGREES THAT (I) ITS CLAIM AGAINST ANY SUCH OTHER ASSETS SHALL BE, AND HEREBY IS, SUBJECT AND SUBORDINATE IN ALL RESPECTS TO THE RIGHTS OF OTHER PERSONS TO WHOM RIGHTS IN THE OTHER ASSETS HAVE BEEN EXPRESSLY GRANTED, INCLUDING TO THE PAYMENT IN FULL OF ALL AMOUNTS OWING TO SUCH ENTITLED PERSONS, AND (II) THE COVENANT SET FORTH IN THE PRECEDING CLAUSE (I) CONSTITUTES A “SUBORDINATION AGREEMENT” WITHIN THE MEANING OF, AND SUBJECT TO, SECTION 510(A) OF THE BANKRUPTCY CODE.

EACH CERTIFICATEHOLDER OR CERTIFICATE OWNER BY ITS ACCEPTANCE OF A CERTIFICATE (OR AN INTEREST THEREIN) ACKNOWLEDGES AND AGREES THAT THE PURPOSE OF ARTICLE XII OF THE INDENTURE IS TO FACILITATE COMPLIANCE WITH THE FDIC RULE BY ALLY BANK, THE DEPOSITOR, THE SERVICER AND THE TRUST AND THAT THE INTERPRETATIONS OF THE REQUIREMENTS OF THE FDIC RULE MAY CHANGE OVER TIME, WHETHER DUE TO

Ex. A-5

INTERPRETIVE GUIDANCE PROVIDED BY THE FDIC OR ITS STAFF, CONSENSUS AMONG PARTICIPANTS IN THE ASSET-BACKED SECURITIES MARKETS, ADVICE OF COUNSEL, OR OTHERWISE, AND AGREES THAT THE PROVISIONS SET FORTH IN ARTICLE XII OF THE INDENTURE SHALL HAVE THE EFFECT AND MEANINGS THAT ARE APPROPRIATE UNDER THE FDIC RULE AS SUCH MEANINGS CHANGE OVER TIME ON THE BASIS OF EVOLVING INTERPRETATIONS OF THE FDIC RULE.

[Unless this [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trust or its agent for registration of transfer, exchange or payment, and any [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]

ALLY AUTO RECEIVABLES TRUST 2017-3

ASSET BACKED CERTIFICATE

evidencing a fractional undivided Percentage Interest in the Trust, as defined below, the property of which includes a pool of retail instalment sale contracts and direct purchase money loans secured by new or used automobiles and light trucks and sold to the Trust by Ally Auto Assets LLC.

(This [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate does not represent an interest in or obligation of Ally Bank, Ally Auto Assets LLC or any of their respective affiliates, except to the extent described in the Basic Documents.)

THIS CERTIFIES THAT                                          is the registered owner of a nonassessable, fully-paid fractional undivided Percentage Interest in Ally Auto Receivables Trust 2017-3 (the “Trust”) formed by Ally Auto Assets LLC, a Delaware limited liability company (the “Depositor”).

The Trust was created pursuant to a Trust Agreement, dated as of April 21, 2017, among the Depositor, Ally Financial Inc., as servicer, and BNY Mellon Trust of Delaware, as owner trustee (the “Owner Trustee”), as amended and restated as of May 24, 2017 (as so amended and restated, the “Trust Agreement”), among the Depositor, the Owner Trustee and The Bank of New York Mellon Trust Company, National Association, as paying agent, a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them or incorporated by reference in the Trust Agreement.

Ex. A-6

This [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate is one of the duly authorized Certificates designated as Asset Backed Certificates (the “Certificates”). This [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, the terms of which are incorporated herein by reference and made a part hereof, to which Trust Agreement the holder of this [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate by virtue of the acceptance hereof assents and by which such holder is bound.

Under the Trust Agreement there shall be distributed on the 15^th day of each month, or if such 15^th day is not a Business Day, the next Business Day, commencing on June 15, 2017 (each, a “Distribution Date”), to the Person in whose name this [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate is registered on the related Record Date, such amount as is provided in the Basic Documents. The “Record Date,” with respect to any Distribution Date, means the [close of business on the day immediately preceding such Distribution Date][last day of the preceding Monthly Period].

The distributions in respect of this [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Trust with respect to this [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate shall be applied in respect of this [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate.

No transfer of this [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate shall be permitted if such transfer is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code and any regulation thereunder.

The holder of this [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate acknowledges and agrees that its rights to receive distributions in respect of this [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate are subordinated to the rights of the Noteholders as and to the extent described in the Servicing Agreement.

It is the intent of the Depositor, the Owner Trustee and the Certificateholders that, for United States federal income tax purposes, the Trust shall be treated as a grantor trust. Except as otherwise required by appropriate taxing authorities, the Depositor and the other Certificateholders by acceptance of this [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate agree to treat, and to take no action inconsistent with the treatment of, this [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate for such tax purposes as interests in such a entity as described in the previous sentence.

Ex. A-7

Each Certificateholder or Certificate Owner by its acceptance of this [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate (or an interest therein) covenants and agrees that such Certificateholder or Certificate Owner shall not (nor shall it join with or solicit another person to), prior to the date which is one year and one day after the termination of the Trust and of each other trust heretofore formed by the Depositor, acquiesce, petition or otherwise invoke or cause the Depositor or the Trust to invoke in any court or governmental authority for the purpose of commencing or sustaining a case against the Depositor or the Trust under any federal or State bankruptcy, insolvency, reorganization or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or the Trust or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor or the Trust under a federal or State bankruptcy or insolvency proceeding.

Each Certificateholder or Certificate Owner by its acceptance of this [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate (or an interest therein) acknowledges and agrees that the purpose of Article XII of the Indenture is to facilitate compliance with the FDIC Rule by Ally Bank, the Depositor, the Servicer and the Trust and that the interpretations of the requirements of the FDIC Rule may change over time, whether due to interpretive guidance provided by the FDIC or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees that the provisions set forth in Article XII of the Indenture shall have the effect and meanings that are appropriate under the FDIC Rule as such meanings change over time on the basis of evolving interpretations of the FDIC Rule.

Except as otherwise provided in the Trust Agreement, distributions on this [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate shall be made as provided in the Trust Agreement by the Owner Trustee by wire transfer or check mailed to the Certificateholder without the presentation or surrender of this [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate shall be made after due notice by the Owner Trustee of the pendency of such distribution and only upon presentation and surrender of this [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate at the office maintained for such purpose by the Owner Trustee.

Reference is hereby made to the further provisions of this [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee by manual signature, this [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or the Servicing Agreement or be valid for any purpose.

Ex. A-8

THIS [TEMPORARY REGULATION S GLOBAL] [PERMANENT REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF OR OF ANY OTHER JURISDICTION, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Ex. A-9

IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual capacity, has caused this Certificate to be duly executed.

Dated: May 24, 2017	ALLY AUTO RECEIVABLES TRUST 2017-3
	By:	BNY MELLON TRUST OF DELAWARE,
		not in its individual capacity but solely as Owner Trustee
	By:
	Name:
	Title:

OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Trust Agreement.

BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee

By:

Name:

Title:

Ex. A-10

REVERSE OF CERTIFICATE

This [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate does not represent an obligation of, or an interest in, the Seller, the Depositor, the Servicer, the Indenture Trustee, the Owner Trustee or any affiliates of any of them and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated herein or in the Trust Agreement or the other Basic Documents. In addition, this [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the Receivables (and certain other amounts), all as more specifically set forth herein and in the other Basic Documents. A copy of each of the other Basic Documents may be examined during normal business hours at the principal office of the Depositor, and at such other places, if any, designated by the Depositor, by any Certificateholder upon written request. In the event of any conflict between the terms of this [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate and the terms of the other Basic Documents, the terms of the other Basic Documents shall govern.

The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholders under the Trust Agreement at any time by the Depositor and the Owner Trustee with the consent of the Holders of the Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date and the consent of the Majority Certificateholders as of the close of the preceding Distribution Date. Any such consent by the Holder of this [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate shall be conclusive and binding on such Holder and on all future Holders of this [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate. The Trust Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates or the Notes.

As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate is registerable in the Certificate Register upon surrender of this [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate for registration of transfer at the offices or agencies of the Certificate Registrar maintained by the Owner Trustee, accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee. The initial Certificate Registrar appointed under the Trust Agreement is BNY Mellon Trust of Delaware.

This [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate is issuable only as a registered Certificate in the minimum

Ex. A-11

denomination set forth in the Trust Agreement. As provided in the Trust Agreement and subject to certain limitations therein set forth, this [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate is exchangeable for a new Certificate in the same aggregate Percentage Interest and nominal principal balance requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith.

The Owner Trustee, the Certificate Registrar and any agent of the Owner Trustee or the Certificate Registrar may treat the Person in whose name this [Temporary Regulation S Global] [Permanent Regulation S Global] [Rule 144A Global] Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar or any such agent shall be affected by any notice to the contrary.

The obligations and responsibilities created by the Trust Agreement and the Trust created thereby shall terminate in accordance with Article VII of the Trust Agreement.

Ex. A-12

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY

NUMBER OR OTHER IDENTIFYING

NUMBER OF ASSIGNEE

(please print or type name and address, including postal zip code, of assignee)

the within Certificate (Asset Backed Certificate No. R-     issued by Ally Auto Receivables Trust 2017-3), and all rights thereunder, hereby irrevocably constituting and appointing

                                                                                                                                                                     attorney to transfer said Certificate on the books of the Certificate Registrar, with full power of substitution in the premises.

Dated:	*
	Signature Guaranteed:
	*

* NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Certificate in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company.

Ex. A-13

EXHIBIT B

CERTIFICATE OF TRUST

OF ALLY AUTO RECEIVABLES TRUST 2017-3

THIS Certificate of Trust of Ally Auto Receivables Trust 2017-3 (the “Trust”) is being duly executed and filed by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the “Act”).

1.    Name. The name of the statutory trust formed hereby is Ally Auto Receivables Trust 2017-3.

2.    Delaware Trustee. The name and address of the trustee of the Trust having its principal place of business in the State of Delaware are BNY Mellon Trust of Delaware, 301 Bellevue Parkway, 3rd Floor, Wilmington, Delaware 19809.

3.    Effective Date. This Certificate of Trust shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has executed this certificate of trust in accordance with Section 3811(a)(1) of the Act.

BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee

By:

Name:

Title:

Ex. B-1

EXHIBIT C

UNDERTAKING LETTER

Ally Auto Assets LLC

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

BNY Mellon Trust of Delaware,

as Owner Trustee of Ally Auto Receivables Trust 2017-3

301 Bellevue Parkway, 3rd Floor

Wilmington, Delaware 19809

Ladies and Gentlemen:

In connection with our purchase of record or beneficial ownership of the R-     Asset Backed Certificate (the “Certificate”) of Ally Auto Receivables Trust 2017-3, the undersigned purchaser, record owner or beneficial owner hereby acknowledges, represents and warrants that such purchaser, record owner or beneficial owner:

(1)    is not, and has not acquired the Certificate by or for the account of, (a) (i) an “employee benefit plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to the provisions of Title I of ERISA, (ii) a “plan” subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or (iii) any entity whose underlying assets include plan assets by reason of investment by an employee benefit plan or plan in such entity other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption 95-60, whose underlying assets include less than 25% plan assets, who is not and is not an affiliate of a person that has discretionary authority or control with respect to the assets of the Trust or provides investment advice for a fee (direct or indirect) with respect to the assets of the Trust, and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under Prohibited Transaction Class Exemption 95-60, or (b) an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including, without limitation, non-U.S. or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code;

(2)    did not acquire such Certificate through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code and any regulation thereunder;

(3)    if such person is a United States person (as defined in Section 7701(a)(30) of the Code), agrees to deliver to the Owner Trustee, Paying Agent and the Administrator on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Paying Agent or the Administrator), executed originals of Internal Revenue Service Form W-9 certifying that such Certificateholder is exempt from U.S. federal backup withholding tax;

Ex. C-1

(4)    if such person is not a United States person (as defined in Section 7701(a)(30) of the Code), agrees to deliver to the Owner Trustee, Paying Agent and the Administrator on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Paying Agent or the Administrator), executed originals of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8ECI, and to the extent such Certificateholder is not the beneficial owner of the Certificate, Internal Revenue Service Form W-8IMY accompanied by Internal Revenue Service Form W-8ECI, W-8BEN-E or W-8BEN;

(5)    if such person is not a United States person (as defined in Section 7701(a)(30) of the Code) and provides an Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable (or Internal Revenue Service Form W-8IMY accompanied with a Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable) under Section 3.4(i) of the Trust Agreement in order to claim the benefits of the exemption for portfolio interest under Section 881(c) of the Code (instead of, for example, claiming the benefits of an income tax treaty to which the United States is a party), such Certificateholder (or in the case of a Certificateholder providing such Internal Revenue Service Form W-8IMY, the beneficial owner of the Certificate) hereby represents and warrants that it is not a (i) “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) “10 percent shareholder” of the Trust within the meaning of Section 881(c)(3)(B) of the Code or (iii) “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code;

(6)    if subject to U.S. federal withholding Tax imposed by FATCA if such person were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), agrees to deliver to the Owner Trustee, Paying Agent, Administrator or any person designated by any of the foregoing (individually or collectively as the context may require, the “FATCA Administrator”) at the time or times prescribed by law and at such time or times reasonably requested by the FATCA Administrator such documentation prescribed by applicable law (including without limitation as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the FATCA Administrator to comply with FATCA and to determine that such Certificateholder or beneficial owner of a Certificate has complied with such person’s obligations under FATCA or to determine the amount to deduct and withhold from such payment to such person;

(7)    does not own, have any interest in or will not acquire any of the Notes or an interest therein unless such purchaser, record owner or beneficial owner has complied with Section 3.14 of the Trust Agreement; and

(8)    acknowledges that you and others will rely on our acknowledgments, representations and warranties made in connection with our purchase of record or beneficial ownership of the Certificate and agrees to notify you promptly in writing if any of our representations or warranties herein cease to be accurate and complete.

Ex. C-2

Name of Certificate Owner

By:

Name:

Title:

Date:

Ex. C-3

EX-4.3

EXHIBIT 4.3

POOLING AGREEMENT

BETWEEN

ALLY AUTO ASSETS LLC

AND

ALLY BANK

DATED AS OF MAY 24, 2017

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			1
SECTION 1.01	Definitions		1
SECTION 1.02	Owner of a Receivable		1
ARTICLE II PURCHASE AND SALE OF RECEIVABLES			2
SECTION 2.01	Purchase and Sale of Receivables		2
SECTION 2.02	Receivables Purchase Price		3
SECTION 2.03	The Closing		3
ARTICLE III REPRESENTATIONS AND WARRANTIES			3
SECTION 3.01	Representations and Warranties as to the Receivables		3
SECTION 3.02	Representations and Warranties as to the Pool of Receivables		5
SECTION 3.03	Additional Representations and Warranties of the Seller		6
SECTION 3.04	Representations and Warranties of Ally Auto		7
ARTICLE IV ADDITIONAL AGREEMENTS			8
SECTION 4.01	Conflicts With Further Transfer Agreements		8
SECTION 4.02	Protection of Title		8
SECTION 4.03	Other Liens or Interests		9
SECTION 4.04	Repurchase or Substitution of Receivables		9
SECTION 4.05	Indemnification		11
SECTION 4.06	Further Assignments		11
SECTION 4.07	Pre-Closing Collections		11
SECTION 4.08	Compliance with the FDIC Rule		11
SECTION 4.09	Asset Representations Review		11
ARTICLE V CONDITIONS			12
SECTION 5.01	Conditions to Obligation of Ally Auto		12
SECTION 5.02	Conditions to Obligation of the Seller		13
ARTICLE VI MISCELLANEOUS PROVISIONS			13
SECTION 6.01	Amendment		13
SECTION 6.02	Survival		13
SECTION 6.03	Notices		13
SECTION 6.04	Governing Law		13
SECTION 6.05	Waivers		13
SECTION 6.06	Costs and Expenses		14
SECTION 6.07	Confidential Information		14
SECTION 6.08	Headings		14
SECTION 6.09	Counterparts		14
SECTION 6.10	No Petition Covenant		14
SECTION 6.11	Limitations on Rights of Others		14
SECTION 6.12	Merger and Consolidation of the Seller or Ally Auto		14
SECTION 6.13	Assignment		15
SECTION 6.14	Official Record		15

i

EXHIBIT A	Form of First Step Receivables Assignment
SCHEDULE A	Schedule of Receivables
APPENDIX A	Definitions, Rules of Construction and Notices
APPENDIX B	Additional Representations and Warranties

ii

THIS POOLING AGREEMENT, dated as of May 24, 2017, is between ALLY AUTO ASSETS LLC, a Delaware limited liability company (“Ally Auto”), and ALLY BANK, a Utah chartered bank (the “Seller”).

WHEREAS, Ally Auto desires to purchase on the date hereof a portfolio of automobile and light truck retail instalment sale contracts, direct purchase money loans and related rights owned by the Seller;

WHEREAS, the Seller is willing to sell on the date hereof such contracts and related rights to Ally Auto;

WHEREAS, Ally Auto may wish to sell or otherwise transfer on the date hereof such contracts and related rights, or interests therein, to a trust, corporation, partnership or other entity (any such entity being the “Issuing Entity”); and

WHEREAS, the Issuing Entity may issue debentures, notes, participations, certificates of beneficial interest, partnership interests or other interests or securities (collectively, any such issued interests or securities being “Securities”) to fund its acquisition of such contracts and related rights.

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. Certain capitalized terms used in this Agreement are defined in and shall have the respective meanings assigned to them in Part I of Appendix A to this Agreement. All references herein to “the Agreement” or “this Agreement” are to this Pooling Agreement as it may be amended, supplemented or modified from time to time, and all references herein to Articles and Sections are to Articles or Sections of this Agreement unless otherwise specified. The rules of construction set forth in Part II of such Appendix A shall be applicable to this Agreement.

SECTION 1.02    Owner of a Receivable. For purposes of this Agreement, the “Owner” of a Receivable shall mean Ally Auto until the sale, transfer, assignment or other conveyance of such Receivable by Ally Auto pursuant to the terms of the applicable Further Transfer Agreements, and thereafter shall mean the Issuing Entity; provided that the Seller, the Servicer or Ally Auto, as applicable, shall be the “Owner” of any Receivable from and after the time that such Person shall acquire such Receivable, whether pursuant to Section 4.04 of this Agreement, any provision of the Further Transfer Agreements, Section 2.07 of the Servicing Agreement or otherwise.

ARTICLE II

PURCHASE AND SALE OF RECEIVABLES

SECTION 2.01    Purchase and Sale of Receivables.

(a)    Purchase. On the Closing Date, subject to satisfaction of the conditions specified in Article V and the First Step Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to Ally Auto, without recourse:

(i)    all right, title and interest of the Seller in, to and under the Receivables listed on the Schedule of Receivables and all monies received thereon on and after the Cutoff Date or, with respect to a Substitute Receivable, the related Substitute Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer covering any related Financed Vehicle;

(ii)    the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto;

(iii)    the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors;

(iv)    the interest of the Seller in any proceeds from recourse against Dealers on the Receivables;

(v)    all right, title and interest of the Seller in, to and under the First Step Receivables Assignment; and

(vi)    all present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

The property described in clauses (i) through (vi) above is referred to herein collectively as the “Purchased Property.”

(b)    It is the intention of the Seller and Ally Auto that the sale, transfer, assignment and other conveyances of the Receivables contemplated by this Agreement and the First Step Receivables Assignment shall constitute a sale of the Receivables from the Seller to

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Ally Auto and the beneficial interest in and title to the Receivables shall not be part of the Seller’s estate in the event of the filing of a petition for insolvency, receivership or conservatorship by or against the Seller or placement into receivership or conservatorship of the Seller under any relevant bankruptcy, insolvency, receivership or conservatorship law.

(c)    The sale, transfer, assignment and other conveyances of Receivables contemplated by this Agreement and the First Step Receivables Assignment do not constitute and are not intended to result in the creation of or an assumption by Ally Auto of any obligation of the Seller, the Servicer or any other Person to the Obligors, Dealers, insurers or any other Person in connection with the Receivables, any Dealer Agreements, any insurance policies or any other agreement or instrument relating to any of them.

SECTION 2.02    Receivables Purchase Price. In consideration for the Purchased Property, Ally Auto shall, on the Closing Date, pay to the Seller an amount equal to the Initial Aggregate Receivables Principal Balance in respect of the Receivables and the Seller shall execute and deliver to Ally Auto an assignment in the form attached hereto as Exhibit A (the “First Step Receivables Assignment”). The Initial Aggregate Receivables Principal Balance is equal to $1,057,998,087.93. A portion of the Initial Aggregate Receivables Principal Balance, equal to $[1,026,552,792.35], shall be paid to the Seller in immediately available funds and the balance of such purchase price shall be paid through an increase in Seller’s capital account in Ally Auto (as a result of a deemed capital contribution from Seller to Ally Auto), equal to $[31,445,295.58]. The amount of the deemed capital contribution shall be duly recorded by the Seller and Ally Auto.

SECTION 2.03    The Closing. The sale and purchase of the Receivables shall take place at the offices of Kirkland & Ellis LLP, 300 North LaSalle Street, Chicago, Illinois 60654, on the Closing Date at a time mutually agreeable to the Seller and Ally Auto, and will occur simultaneously with the closing of transactions contemplated by the Further Transfer Agreements.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

SECTION 3.01    Representations and Warranties as to the Receivables. The Seller makes the following representations and warranties as to each Receivable, on which Ally Auto relies in accepting the Receivables. Such representations and warranties speak as of the Closing Date, and shall survive the sale, transfer and assignment of the Receivables to Ally Auto and the subsequent assignment and transfer pursuant to the Further Transfer Agreements:

(a)    Characteristics of Receivables.

(i)    General. Each Receivable:

(1)    is secured by a Financed Vehicle, was originated in the United States by the Seller or one of its subsidiaries or a Dealer for the retail sale of a Financed Vehicle in the ordinary course of business, was fully and properly executed by the parties thereto, if not originated by the Seller, was purchased by the Seller from one of its subsidiaries or from such Dealer under an existing Dealer Agreement, and was validly assigned by such subsidiary or such Dealer to the Seller in accordance with its terms;

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(2)    has created or shall create a valid, binding and enforceable first priority security interest in favor of the Seller in the Financed Vehicle, which security interest is assignable by the Seller to Ally Auto;

(3)    contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for realization against the collateral of the benefits of the security;

(4)    is a Simple Interest Receivable;

(5)    provides for level monthly payments which may vary from one another by no more than $5, which shall amortize the Amount Financed by maturity and shall yield interest at the Annual Percentage Rate;

(6)    has an original term of not less than nine (9) monthly payments and not greater than seventy-five (75) monthly payments and a remaining term of not less than three (3) monthly payments; and

(7)    with respect to which at least one monthly payment has been made.

(ii)    Receivables. In addition to the characteristics set forth in Section 3.01(a)(i) above, each Receivable (1) has a first scheduled payment due date on or after April 4, 2011, (2) was originated on or after February 23, 2011, (3) as of the Cutoff Date, was not considered past due (that is, no payments due on that Receivable in excess of $25 were more than thirty (30) days delinquent) and was not a Liquidating Receivable and (4) has an Annual Percentage Rate not greater than 18.00%.

(b)    Schedule of Receivables. The information set forth in the Schedule of Receivables is true and correct in all material respects relating to such Receivable.

(c)    Compliance With Law. All requirements of applicable federal, State and local laws, and regulations thereunder, including usury laws, Utah banking laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Consumer Financial Protection Bureau’s Regulations “B” and “Z,” the Servicemembers Civil Relief Act of 2003, the Texas Consumer Credit Code, and state adaptations of the National Consumer Act and the Uniform Consumer Credit Code and other consumer credit laws and equal credit opportunity and disclosure laws, in respect of each such Receivable and other Purchased Property, have been complied with in all material respects, and each such Receivable and the sale of the Financed Vehicle evidenced thereby complied at the time it was originated or made and now complies in all material respects with all legal requirements of the jurisdiction in which it was originated or made.

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(d)    Binding Obligation. Each such Receivable represents the genuine, legal, valid and binding payment obligation in writing of the Obligor thereon, enforceable in all material respects by the holder thereof in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights in general and by equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(e)    Security Interest in Financed Vehicle. Immediately prior to the sale, transfer and assignment thereof pursuant hereto and the First Step Receivables Assignment, each Receivable was 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 action had been commenced that would result in the valid perfection of a first priority security interest in the Financed Vehicle in favor of the Seller as secured party.

(f)    Receivables In Force. Each such Receivable has not been satisfied, subordinated or rescinded, and the Financed Vehicle securing each such Receivable has not been released from the lien of the related Receivable in whole or in part.

(g)    No Waiver. Since the Cutoff Date no provision of any such Receivable has been waived, altered or modified in any respect, except to the extent set forth in the related Receivable File; provided that no such modification has increased the number of originally scheduled due dates or the Amount Financed of the related Receivable.

(h)    No Defenses. No right of rescission, setoff, counterclaim or defense has been asserted or threatened as indicated in the Receivable File with respect to any such Receivable.

(i)    Insurance. The Obligor under each such Receivable is required to maintain a physical damage insurance policy of the type that the Seller requires in accordance with its customary underwriting standards for the purchase of motor vehicle related receivables.

(j)    Good Title. Each such Receivable has not been sold, transferred, assigned or pledged by the Seller to any Person other than Ally Auto; immediately prior to the conveyance of each such Receivable pursuant to this Agreement and the First Step Receivables Assignment, the Seller had good and marketable title thereto, free of any Lien; and, upon execution and delivery of this Agreement by the Seller, Ally Auto shall have all of the right, title and interest of the Seller in and to each such Receivable, the unpaid indebtedness evidenced thereby and the collateral security therefor, free of any Lien.

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

(l)    No Documents or Instruments. No such Receivable, or constituent part thereof, constitutes a “negotiable instrument” or “negotiable document of title” (as such terms are used in the UCC).

SECTION 3.02    Representations and Warranties as to the Pool of Receivables. The Seller makes the following representations and warranties as to the pool of Receivables, on

5

which Ally Auto relies in accepting the Receivables. Such representations and warranties speak as of the Closing Date, and shall survive the sale, transfer and assignment of the Receivables to Ally Auto and the subsequent assignment and transfer pursuant to the Further Transfer Agreements:

(a)    Creation, Perfection and Priority of Security Interests. The representations and warranties regarding creation, perfection and priority of security interests in the Purchased Property, which are attached to this Agreement as Appendix B, are true and correct to the extent that they are applicable.

(b)    No Adverse Selection. No selection procedures believed to be adverse to Ally Auto or to holders of the Securities issued under the Further Transfer Agreements were utilized in selecting the Receivables from those receivables of the Seller that meet the selection criteria set forth in this Agreement.

(c)    No Liens. To the best of the Seller’s knowledge: (1) there are no liens or claims that have been filed for work, labor or materials affecting any Financed Vehicle securing any Receivable that are or may be liens prior to, or equal or coordinate with, the security interest in the Financed Vehicle granted by such Receivable; (2) no contribution failure has occurred with respect to any Benefit Plan which is sufficient to give rise to a lien under Section 303 (k) of ERISA with respect to any Receivable; and (3) no tax lien has been filed and no claim related thereto is being asserted with respect to any Receivable.

(d)    Lawful Assignment. Each such Receivable was not originated in, or is not subject to the laws of, any jurisdiction the laws of which would make unlawful the sale, transfer and assignment of each such Receivable under this Agreement, the Trust Sale Agreement or the Indenture, as applicable.

(e)    All Filings Made. All filings (including UCC filings) necessary in any jurisdiction to give Ally Auto a first priority perfected ownership interest in each such Receivable shall have been made.

SECTION 3.03    Additional Representations and Warranties of the Seller. The Seller hereby represents and warrants to Ally Auto as of the Closing Date that:

(a)    Organization and Good Standing; FDIC. The Seller has been duly organized and is validly existing as a Utah chartered bank, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted; and as of the date hereof, the Seller is insured by the Federal Deposit Insurance Corporation and is subject to the Federal Deposit Insurance Act;

(b)    Due Qualification. The Seller is duly qualified to do business as a foreign entity 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 requires or shall require such qualification;

(c)    Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and the First Step Receivables Assignment and to carry out its terms;

6

the Seller has full power and authority to sell and assign the property to be sold and assigned to Ally Auto, and has duly authorized such sale and assignment to Ally Auto by all necessary corporate action; and the execution, delivery and performance of this Agreement and the First Step Receivables Assignment have been duly authorized by the Seller by all necessary corporate action;

(d)    Valid Sale; Binding Obligation. This Agreement and the First Step Receivables Assignment, when duly executed and delivered, shall constitute a valid sale, transfer and assignment of the Receivables, in each case, enforceable against creditors of and purchasers from the Seller; and this Agreement together with the First Step Receivables Assignment, when duly executed and delivered, shall constitute a legal, valid and binding obligation of the Seller enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law;

(e)    No Violation. The consummation of the transactions contemplated by this Agreement and the First Step Receivables Assignment and the fulfillment of the terms of this Agreement and the First Step Receivables Assignment 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 incorporation or bylaws (or similar organizational documents) of the Seller, or any indenture, agreement, mortgage, deed of trust 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, mortgage, deed of trust or other instrument, other than this Agreement and the First Step Receivables Assignment or violate any law or, to the best of the Seller’s knowledge, any order, rule or regulation applicable to the Seller of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties; and

(f)    No Proceedings. To the Seller’s knowledge, there are no proceedings or investigations pending, or threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement or the First Step Receivables Assignment, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or the First Step Receivables Assignment, or (C) 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 and the First Step Receivables Assignment.

SECTION 3.04    Representations and Warranties of Ally Auto. Ally Auto hereby represents and warrants to the Seller as of the Closing Date:

(a)    Organization and Good Standing. Ally Auto has been duly formed and is validly existing as an entity in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted;

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(b)    Due Qualification. Ally Auto is duly qualified to do business as a foreign entity 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 requires such qualification;

(c)    Power and Authority. Ally Auto has the power and authority to execute and deliver this Agreement and the First Step Receivables Assignment and to carry out its terms; Ally Auto had at all relevant times, and now has, power, authority and legal right to acquire and own the Receivables and the execution, delivery and performance of this Agreement and the First Step Receivables Assignment have been duly authorized by Ally Auto by all necessary limited liability company action;

(d)    No Violation. The consummation of the transactions contemplated by this Agreement and the First Step Receivables Assignment and the fulfillment of the terms of this Agreement and the First Step Receivables Assignment 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 certificate of formation or limited liability company agreement of Ally Auto, or any indenture, agreement, mortgage, deed of trust or other instrument to which Ally Auto 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 any Further Transfer Agreement or violate any law or, to the best of Ally Auto’s knowledge, any order, rule or regulation applicable to Ally Auto of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Ally Auto or any of its properties; and

(e)    No Proceedings. To Ally Auto’s knowledge, there are no proceedings or investigations pending, or threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over Ally Auto or its properties (i) asserting the invalidity of this Agreement and the First Step Receivables Assignment, or (ii) seeking any determination or ruling that might materially and adversely affect the performance by Ally Auto of its obligations under, or the validity or enforceability of, this Agreement and the First Step Receivables Assignment.

ARTICLE IV

ADDITIONAL AGREEMENTS

SECTION 4.01    Conflicts With Further Transfer Agreements. To the extent that any provision of Sections 4.02 through 4.04 of this Agreement conflicts with any provision of the Further Transfer Agreements, the Further Transfer Agreements shall govern.

SECTION 4.02    Protection of Title.

(a)    Filings. The Seller shall prepare or authorize, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or prepared, as applicable, and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Ally Auto under this Agreement and the First Step Receivables Assignment in the Receivables

8

and the other Purchased Property and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to Ally Auto file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing, and the Seller hereby authorizes Ally Auto and its assigns to file all such financing statements without its signature.

(b)    Name Change. The Seller shall not change its State of organization or its name, identity or entity structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller, Ally Auto or Ally Auto’s assigns in accordance with Section 4.02(a) seriously misleading within the meaning of the UCC, unless it shall give Ally Auto written notice thereof within ten (10) days of such change.

(c)    Executive Office; Maintenance of Offices. The Seller shall give Ally Auto written notice within ten (10) days of any relocation of its principal executive office if, as a result of such relocation, 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. The Seller shall at all times maintain each office from which it originates Receivables and its principal executive office within the United States of America.

(d)    New Debtor. In the event that the Seller shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Seller hereunder, the Seller shall comply fully with the obligations of Section 4.02(a).

SECTION 4.03    Other Liens or Interests. Except for the conveyances hereunder and under the First Step Receivables Assignment and as contemplated by the Further Transfer Agreements, the Seller shall not sell, pledge, assign or transfer the Receivables or other Purchased Property to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any interest therein, and the Seller shall defend the right, title and interest of Ally Auto in, to and under such Receivables or other Purchased Property against all claims of third parties claiming through or under the Seller.

SECTION 4.04    Repurchase or Substitution of Receivables.

(a)    Repurchase or Substitution Events. By its execution of the Further Transfer Agreements to which it is a party, the Seller shall acknowledge the assignment by Ally Auto of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment to the Issuing Entity as shall be provided in the Further Transfer Agreements. The Seller hereby covenants and agrees with Ally Auto for the benefit of Ally Auto and the Interested Parties that in the event of a breach of any of the Seller’s representations and warranties contained in Section 3.01 or Section 3.02 hereof with respect to any Receivable (a “Repurchase or Substitution Event”), the Seller shall (a) if such breach is discovered on or prior to the second anniversary of the Closing Date and if the aggregate Principal Balance of the Substitute Receivables substituted since the Closing Date is less than or equal to 10% of the Initial Aggregate Receivables Principal Balance, the Seller shall substitute a Substitute Receivable in exchange for such Warranty Receivable by delivering a First Step Receivables Assignment with respect to such Substitute Receivable on the related Substitution Date or (b) if such breach is discovered after the second anniversary of the Closing Date or if the Seller has

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previously sold Substitute Receivables to Ally Auto in an amount greater than 10% of the Initial Aggregate Receivables Principal Balance, the Seller shall, if required by the Further Transfer Agreements, repurchase such Warranty Receivable from the Issuing Entity (if the Issuing Entity is then the Owner of such Warranty Receivable) on the date and for the amount specified in the Further Transfer Agreements, in each case, without further notice from Ally Auto hereunder. Upon the occurrence of a Repurchase or Substitution Event with respect to a Warranty Receivable for which Ally Auto is the Owner, the Seller agrees to repurchase or substitute such Warranty Receivable from Ally Auto for an amount and upon the same terms as the Seller would be obligated to repurchase or substitute such Warranty Receivable from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of the Warranty Payment, the Seller shall have such rights with respect to such Warranty Receivable as if the Seller had purchased or substituted such Warranty Receivable from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of the Seller to repurchase or substitute any Warranty Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller for such breach available to Ally Auto or any Interested Party.

(b)    Identification of Substitute Receivables. The Seller shall select the Substitute Receivable within the portfolio of receivables owned by the Seller by identifying all of the receivables that meet the criteria set forth in each of the following criteria and then removing receivables that do not satisfy the criteria specified in each successive clause in the order of priority set forth below until only one receivable is available:

(i)    first, the Substitute Receivable must satisfy each of the criteria set forth in the definition of “Substitute Receivable”;

(ii)    second, the Substitute Receivable must be the receivable owned by the Seller that has a Principal Balance closest to the Principal Balance of the related Warranty Receivable;

(iii)    third, the Substitute Receivable must be the receivable owned by the Seller that has an Annual Percentage Rate closest to the Annual Percentage Rate of the related Warranty Receivable;

(iv)    fourth, the Substitute Receivable must be the receivable owned by the Seller that has a remaining term closest to the remaining term of the Warranty Receivable;

(v)    fifth, the Substitute Receivable must be the receivable owned by the Seller that has an accompanying FICO score closest to the FICO score of the Obligor related to the Warranty Receivable; and

(vi)    sixth, the Substitute Receivable must be the receivable owned by the Seller that is secured by the related Financed Vehicle that is closest to the Financed Vehicle that secures the related Warranty Receivable, with the characteristics determined in the following order of priority:

(1)    the make of the related Financed Vehicle;

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(2)    the model year of the related Financed Vehicle;

(3)    whether the related Financed Vehicle was used or new at the time that the Substitute Receivable was acquired by the Seller; and

(4)    the mileage of the the related Financed Vehicle to the nearest 10^th of a mile.

(c)    Repurchase Dispute Resolution. The Seller hereby agrees to cooperate with the Interested Parties in any ADR Proceeding commenced pursuant to the provisions set forth in the Further Transfer Agreements. Ally Auto hereby agrees to provide the Seller with the opportunity to exercise any rights of Ally Auto pursuant to the Further Transfer Agreements with respect to an ADR Proceeding to the extent a dispute relates to the representations and warranties of the Seller contained in Section 3.01 or Section 3.02.

SECTION 4.05    Indemnification. The Seller shall indemnify Ally Auto for any liability as a result of the failure of a Receivable to be originated in compliance with all requirements of law. This indemnity obligation shall be in addition to any obligation that the Seller may otherwise have.

SECTION 4.06    Further Assignments. The Seller acknowledges that Ally Auto may, pursuant to the Further Transfer Agreements, sell the Receivables to the Issuing Entity and assign its rights hereunder and under the First Step Receivables Assignment to the Issuing Entity, subject to the terms and conditions of the Further Transfer Agreements, and that the Issuing Entity may in turn further pledge, assign or transfer its rights in the Receivables and this Agreement and the First Step Receivables Assignment. The Seller further acknowledges that Ally Auto may assign its rights under the Custodian Agreement to the Issuing Entity.

SECTION 4.07    Pre-Closing Collections. Within two (2) Business Days after the Closing Date the Seller shall transfer to the account or accounts designated by Ally Auto (or by the Issuing Entity under the Further Transfer Agreements) all collections on the Receivables held by the Seller on the Closing Date, and conveyed to Ally Auto pursuant to Section 2.01.

SECTION 4.08     Compliance with the FDIC Rule. The Seller agrees to (i) perform the covenants set forth in Article XII of the Indenture applicable to it and (ii) facilitate compliance with Article XII of the Indenture by the Ally Parties.

SECTION 4.09    Asset Representations Review.

(a)    The Seller shall (i) at all times while any Public Notes remain Outstanding, ensure that an Asset Representations Reviewer is appointed, (ii) cooperate with the Asset Representations Reviewer in creating procedures for a review of the representations and warranties set forth in Section 3.01, (iii) provide the Asset Representations Reviewer with the Asset Representations Review Notice and (iv) provide the Asset Representations Reviewer with reasonable access to the Seller’s offices and information databases upon the initiation of an Asset Representations Review as set forth in Section 5.17(d) of the Indenture.

11

(b)    Upon receipt of a final report from the Asset Representations Reviewer, the Seller shall review the findings of the Asset Representations Reviewer and determine whether a breach of a representation or warranty set forth in Section 3.01 has occurred with respect to any Receivable tested by the Asset Representations Reviewer and whether a repurchase or substitution of such Receivable is required pursuant to Section 4.04(a). Upon the written request of a Noteholder or Note Owner, the Seller shall forward the final report from the Asset Representations Reviewer to such Noteholder or Note Owner.

ARTICLE V

CONDITIONS

SECTION 5.01    Conditions to Obligation of Ally Auto. The obligation of Ally Auto to purchase the Receivables hereunder and pursuant to the First Step Receivables Assignment is subject to the satisfaction of the following conditions:

(a)    Representations and Warranties True. The representations and warranties of the Seller hereunder shall be true and correct at the time of the Closing Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to the Closing Date.

(b)    No Repurchase or Substitution Event. No Repurchase or Substitution Event shall have occurred on or prior to the Closing Date.

(c)    Computer Files Marked. The Seller shall have or shall have caused to have, at its own expense, on or prior to the Closing Date, indicated in its computer files created in connection with the Receivables that the Receivables have been sold to Ally Auto pursuant to this Agreement and the First Step Receivables Assignment and deliver to Ally Auto the Schedule of Receivables, certified by an officer of the Seller to be true, correct and complete.

(d)    Documents to be Delivered By the Seller.

(i)    The Assignment. On the Closing Date, the Seller shall execute and deliver the First Step Receivables Assignment.

(ii)    Evidence of UCC Filing. On or prior to the Closing Date, the Seller shall record and file, at its own expense, a UCC-1 financing statement in each jurisdiction in which required by applicable law, authorized by and naming the Seller as seller or debtor, naming Ally Auto as purchaser or secured party, naming the Receivables and the other Purchased Property as collateral, meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of such Receivables to Ally Auto. The Seller shall deliver a file-stamped copy, or other evidence satisfactory to Ally Auto of such filing, to Ally Auto on or prior to the Closing Date.

(iii)    Other Documents. On the Closing Date, the Seller shall provide such other documents as Ally Auto may reasonably request.

12

(e)    Other Transactions. The transactions contemplated by the Further Transfer Agreements shall be consummated to the extent that such transactions are intended to be substantially contemporaneous with the transactions hereunder.

(f)    Asset Representations Reviewer. The Asset Representations Reviewer shall have been appointed and shall have entered into the Asset Representations Review Agreement.

SECTION 5.02    Conditions to Obligation of the Seller. The obligation of the Seller to sell the Receivables to Ally Auto hereunder or pursuant to the First Step Receivables Assignment is subject to the satisfaction of the following conditions:

(a)    Representations and Warranties True. The representations and warranties of Ally Auto hereunder shall be true and correct as of the Closing Date with respect to the Receivables, and Ally Auto shall have performed all obligations to be performed by it hereunder or pursuant to the First Step Receivables Assignment on or prior to the closing hereunder.

(b)    Receivables Purchase Price. On the Closing Date, Ally Auto shall pay to the Seller that portion of the Initial Aggregate Receivables Principal Balance as provided in Section 2.02.

ARTICLE VI

MISCELLANEOUS PROVISIONS

SECTION 6.01    Amendment. This Agreement may be amended from time to time (subject to any expressly applicable amendment provision of the Further Transfer Agreements or the Servicing Agreement) by a written amendment duly executed and delivered by the Seller and Ally Auto.

SECTION 6.02    Survival. The representations and warranties of the Seller set forth in Articles III and IV of this Agreement shall remain in full force and effect and shall survive the Closing Date under Section 2.03 hereof and the closing under the Further Transfer Agreements.

SECTION 6.03    Notices. All demands, notices and communications upon or to the Seller or Ally Auto under this Agreement shall be delivered as specified in Part III of Appendix A to this Agreement.

SECTION 6.04    Governing Law. THIS AGREEMENT AND THE FIRST STEP RECEIVABLES ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 6.05    Waivers. No failure or delay on the part of Ally Auto in exercising any power, right or remedy under this Agreement or the First Step Receivables Assignment shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy.

13

SECTION 6.06    Costs and Expenses. The Seller agrees to pay all reasonable out-of-pocket costs and expenses of Ally Auto, including fees and expenses of counsel, in connection with the perfection as against third parties of Ally Auto’s right, title and interest in, to and under the Receivables and the enforcement of any obligation of the Seller hereunder.

SECTION 6.07    Confidential Information. Ally Auto agrees that it shall neither use nor disclose to any person the names and addresses of the Obligors, except in connection with the enforcement of Ally Auto’s rights hereunder, under the Receivables, under the Further Transfer Agreements or as required by law.

SECTION 6.08    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 6.09    Counterparts. This Agreement may be executed in two or more counterparts and by different parties on separate counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

SECTION 6.10    No Petition Covenant. Notwithstanding any prior termination of this Agreement, the Seller shall not, prior to the date which is one year and one day after the final distribution with respect to the Notes to the Note Distribution Account or, with respect to the Certificates, to the Certificateholder or the Certificate Distribution Account, acquiesce, petition or otherwise invoke or cause Ally Auto or the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against Ally Auto or the Issuing Entity under any federal or State bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of Ally Auto or the Issuing Entity or any substantial part of the property of either of them, or ordering the winding up or liquidation of the affairs of Ally Auto or the Issuing Entity under any federal or State bankruptcy or insolvency proceeding.

SECTION 6.11    Limitations on Rights of Others. The provisions of this Agreement and the First Step Receivables Assignment are solely for the benefit of the Seller and Ally Auto and, to the extent expressly provided herein, the Interested Parties, 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, under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

SECTION 6.12    Merger and Consolidation of the Seller or Ally Auto. Any corporation, limited liability company or other entity (i) into which either of the Seller or Ally Auto may be merged or consolidated, (ii) resulting from any merger or consolidation to which either of the Seller or Ally Auto shall be a party, (iii) succeeding to the business of either of the Seller or Ally Auto or (iv) 25% or more of the voting stock (or, if not a corporation, other voting interests) of which is owned, directly or indirectly, by General Motors or Ally Financial, which

14

corporation, limited liability company or other entity in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller or Ally Auto (as applicable) under this Agreement and the other Basic Documents shall be the successor to the Seller or Ally Auto (as applicable) under this Agreement and the other Basic Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement.

SECTION 6.13    Assignment. Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be assigned by the Seller or Ally Auto without the consent of any other Person to a corporation, limited liability company or other entity that is a successor (by merger, consolidation or purchase of assets) to the Seller or Ally Auto (as applicable), or 25% or more of the voting interests of which is owned, directly or indirectly, by General Motors or by Ally Financial, provided that the assignee of Ally Auto executes an agreement of assumption, as provided in Section 3.03(a) of the Trust Sale Agreement.

SECTION 6.14    Official Record. This Agreement is, and the Seller agrees to maintain this Agreement from and after the date hereof as, an official record (within the meaning of Section 13(e) of the Federal Deposit Insurance Act) of the Seller.

*    *    *    *    *

15

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.

ALLY BANK

By:

Name:

Title:

ALLY AUTO ASSETS LLC

By:

Name:

Title:

Pooling Agreement (AART 2017-3)

EXHIBIT A

FORM OF

FIRST STEP RECEIVABLES ASSIGNMENT

PURSUANT TO THE POOLING AGREEMENT

For value received, in accordance with the Pooling Agreement, dated as of May 24, 2017 (the “Pooling Agreement”), between Ally Bank, a Utah chartered bank (the “Seller”), and Ally Auto Assets LLC, a Delaware limited liability company (“Ally Auto”), the Seller does hereby sell, assign, transfer and otherwise convey unto Ally Auto, without recourse, as of [May 24, 2017], (i) all right, title and interest of the Seller in, to and under the Receivables listed on the Schedule of Receivables attached as Schedule A hereto and all monies received thereon on and after the [Substitute] Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer covering any related Financed Vehicle; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Receivables Assignment; and (vi) all present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i), (ii), (iii), (iv) and (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

It is the intention of the Seller and Ally Auto that the sale, transfer, assignment and other conveyances of the Receivables contemplated by the Pooling Agreement and this First Step Receivables Assignment shall constitute a sale of the Receivables from the Seller to Ally Auto and the beneficial interest in and title to the Receivables shall not be part of the Seller’s estate in the event of the filing of a petition for insolvency, receivership or conservatorship by or against the Seller or placement into receivership or conservatorship of the Seller under any relevant bankruptcy, insolvency, receivership or conservatorship law.

The foregoing sale, transfer, assignment and other conveyances of the Receivables contemplated by the Pooling Agreement and this First Step Receivables Assignment do not constitute and are not intended to result in the creation of or an assumption by Ally Auto of any obligation of the undersigned to the Obligors, Dealers, insurers or any other Person in connection with the Receivables, any Dealer Agreements, any insurance policies or any other agreement or instrument relating to any of them.

Ex. A-1

[For purposes of this First Step Receivables Assignment, the Substitute Cutoff Date shall be [            ], 20[    ].]

This First Step Receivables Assignment is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the Pooling Agreement and is to be governed by the Pooling Agreement.

Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to them in the Pooling Agreement.

*    *    *    *    *

Ex. A-2

IN WITNESS WHEREOF, the undersigned has caused this First Step Receivables Assignment to be duly executed as of the day and year first above written.

ALLY BANK

By:

Name:

Title:

Ex. A-3

SCHEDULE A

SCHEDULE OF RECEIVABLES

The Schedule of Receivables is

on file at the offices of:

1. The Indenture Trustee

2. The Owner Trustee

3. The Servicer

4. The Seller

5. Ally Auto Assets LLC

Sch. A

APPENDIX A

Part I

For ease of reference, capitalized terms defined herein have been consolidated with and are contained in Part I of Appendix A to the Servicing Agreement of even date herewith among Ally Bank, Ally Auto Assets LLC and Ally Auto Receivables Trust 2017-3, as amended and supplemented from time to time.

Part II

For ease of reference, the rules of construction have been consolidated with and are contained in Part II of Appendix A to the Servicing Agreement of even date herewith among Ally Bank, Ally Auto Assets LLC and Ally Auto Receivables Trust 2017-3, as amended and supplemented from time to time.

Part III

For ease of reference, the notice addresses and procedures have been consolidated with and are contained in Appendix B to the Servicing Agreement of even date herewith among Ally Bank, Ally Auto Assets LLC and Ally Auto Receivables Trust 2017-3, as amended and supplemented from time to time.

App. A

APPENDIX B

Additional Representations and Warranties

1. While it is the intention of the Seller and Ally Auto that the transfer and assignment contemplated by this Agreement and the First Step Receivables Assignment shall constitute sales of the Purchased Property from the Seller to Ally Auto, this Agreement, the Trust Sale Agreement and the Indenture create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Property in favor of Ally Auto, the Trust and the Indenture Trustee, as applicable, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller, Ally Auto and the Issuing Entity, respectively.

2. All steps necessary to perfect the Seller’s security interest against each Obligor in the property securing the Purchased Property have been taken.

3. Prior to the sale of the Purchased Property to Ally Auto under this Agreement, the Receivables constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the applicable UCC.

4. The Seller owns and has good and marketable title to the Purchased Property free and clear of any Lien, claim or encumbrance of any Person.

5. The Seller has caused or will have caused, within ten (10) 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 Purchased Property granted to Ally Auto hereunder, the Issuing Entity under the Trust Sale Agreement and the Indenture Trustee under the Indenture.

6. Other than the security interest granted to Ally Auto pursuant to the Basic Documents, the Issuing Entity under the Trust Sale Agreement and the Indenture Trustee under the Indenture none of the Seller, Ally Auto or the Issuing Entity has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Property. None of the Seller, Ally Auto or the Issuing Entity has authorized the filing of, nor is the Seller aware of, any financing statements against the Seller, Ally Auto or the Issuing Entity that include a description of collateral covering the Purchased Property other than the financing statements relating to the security interests granted to Ally Auto, the Issuing Entity and the Indenture Trustee under the Basic Documents or any financing statement that has been terminated. The Seller is not aware of any judgment or tax lien filings against the Seller, Ally Auto or the Issuing Entity.

7. The Custodian has in its possession or with third party vendors all original copies (or, with respect to Receivables that are “electronic chattel paper,” authoritative copies) of the Receivables Files and other documents that constitute or evidence the Receivables and the Purchased Property. The Receivables Files and other documents that constitute or evidence the Receivables that are “tangible chattel paper” do not have any marks or

App. B-1

notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than Ally Auto. All financing statements filed or to be filed against the Seller in favor of Ally Auto in connection herewith describing the Receivables contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of Ally Auto.”

App. B-2

EX-5.1

EXHIBIT 5.1

601 Lexington Avenue

New York, New York 10022

(212) 446-4800

www.kirkland.com

May 18, 2017

Ally Auto Assets LLC

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

Re: Enforceability Opinion

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as special counsel to Ally Bank and Ally Auto Assets LLC (the “Depositor”) in connection with the issuance of the Offered Notes (as defined on Exhibit A hereto) by Ally Auto Receivables Trust 2017-3 (the “Issuing Entity”) pursuant to an Indenture (the “Indenture”), to be dated as of May 24, 2017 (the “Issuance Date”), between the Issuing Entity and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), and certificates (the “Certificates”) pursuant to a Trust Agreement (the “Original Trust Agreement”), dated as of April 21, 2017, to be amended and restated as of the Issuance Date (the “Trust Agreement”), among the Depositor, BNY Mellon Trust of Delaware, as owner trustee, and the Paying Agent. The Retained Notes (as defined on Exhibit B hereto) will be initially retained by the Depositor or a majority-owned affiliate of Ally Bank. The Certificates (as defined on Exhibit B hereto) will be initially retained by the Depositor or a majority-owned affiliate of Ally Bank and 95% of the Certificates will be initially held by the Depositor or an affiliate of the Depositor. Only the Offered Notes are being offered for sale in a transaction pursuant to the registration requirements of the Securities Act of 1933, as amended (the “Act”).

The Issuing Entity intends to issue the Offered Notes on the Issuance Date.

We are generally familiar with the proceedings required to be taken in connection with the proposed authorization, issuance and sale of the Offered Notes, and in order to express the opinion hereinafter stated, we have, among other things, examined and relied, to the extent we deem proper, on the following documents:

(i)    a copy of the registration statement on Form SF-3 (File No. 333-204844) that was filed with the Securities and Exchange Commission (the “Commission”)

Beijing  Chicago  Hong Kong  Houston  London  Los Angeles  Munich   Palo Alto  San Francisco  Shanghai  Washington, D.C.

    Ally Auto Assets LLC May 18, 2017 Page 2

pursuant to Rule 415 under the Act on June 9, 2015, as amended by Pre-Effective Amendment No. 1 on August 14, 2015, by Pre-Effective Amendment No. 2 on September 24, 2015, by Pre-Effective Amendment No. 3 on October 22, 2015, by Pre-Effective Amendment No. 4 on October 30, 2015 and by Pre-Effective Amendment No. 5 on November 6, 2015, with respect to asset-backed notes, including the Offered Notes, to be issued and sold in series from time to time, including the exhibits thereto, in the form in which it most recently became effective;

(ii)    a copy of the preliminary prospectus, dated May 11, 2017 (the “Preliminary Prospectus”), relating to the Offered Notes that filed with the Commission pursuant to Rule 424(h) under the Act on May 11, 2017, and a copy of the prospectus, dated May 16, 2017 (the “Prospectus”), relating to the Offered Notes to be filed with the Commission pursuant to Rule 424(b)(5) under the Act on May 18, 2017;

(iii)    the Original Trust Agreement and a form of the Trust Agreement;

(iv)    a form of the Servicing Agreement among the Depositor, Ally Bank, as servicer, and the Issuing Entity;

(v)    a form of the Trust Sale Agreement between the Depositor and the Issuing Entity;

(vi)    a form of the Indenture;

(vii)    a form of the Asset Representations Review Agreement among Clayton Fixed Income Services LLC, Ally Bank and the Issuing Entity;

(viii)    a form of the Pooling Agreement between Ally Bank and the Depositor;

(ix)    a form of the Administration Agreement among the Issuing Entity, the Indenture Trustee and Ally Bank, as administrator; and

(x)    such other documents as we have deemed necessary for the expression of the opinions contained herein (collectively, the documents described in clauses (iii) through (ix) are referred to herein as the “Transaction Documents”).

In our examination, we have assumed that the Transaction Documents will be executed in the form submitted to us. We have also assumed, without independent verification, that the facts and representations and warranties in the documents upon which we relied are true and correct, and that the transactions contemplated by such documents have been or will be consummated strictly in accordance with their terms.

    Ally Auto Assets LLC May 18, 2017 Page 3

On the basis of the foregoing and on the basis of our examination of the Depositor’s Certificate of Formation and its Limited Liability Company Agreement, as amended, and a review of a Certificate of the Secretary of State of the State of Delaware as to the good standing of the Depositor, it is our opinion that:

(a)    The Depositor is a limited liability company validly existing and in good standing under the laws of the State of Delaware.

(b)    When duly executed and authenticated by the Indenture Trustee, in accordance with the terms of the Indenture, and issued and delivered against payment thereof, the Offered Notes will have been duly authorized by all necessary action of the Issuing Entity and will have been legally issued and will be enforceable in accordance with their terms and entitled to the benefits of the Transaction Documents, except as the same may be limited by Title 11 of the United States Code or other bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors’ rights or the relief of debtors, as may be in effect from time to time, or by general principles of equity.

We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of securities or “Blue Sky” laws of the various states to the offer or sale of the Offered Notes.

We wish to advise you that we are members of the bar of the State of New York and the opinions expressed herein are limited to the laws of the State of New York, the federal law of the United States of America and the Delaware Limited Liability Company Act.

We hereby consent to the filing of this opinion with Form 8-K in connection with the sale of the Offered Notes and the reference to our firm in the Prospectus under the captions “Legal Opinions.” In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Sincerely,

/s/ Kirkland & Ellis LLP

KIRKLAND & ELLIS LLP

EXHIBIT A

Offered Notes

$256,500,000 aggregate principal amount of the Class A-1 1.1000% Asset Backed Notes (the “Class A-1 Notes”);

$352,800,000 aggregate principal amount of the Class A-2 1.53% Asset Backed Notes (the “Class A-2 Notes”);

$257,800,000 aggregate principal amount of the Class A-3 1.74% Asset Backed Notes (the “Class A-3 Notes”);

$81,700,000 aggregate principal amount of the Class A-4 2.01% Asset Backed Notes (the “Class A-4 Notes”);

$21,100,000 aggregate principal amount of the Class B 2.24% Asset Backed Notes (the “Class B Notes”);

$17,580,000 aggregate principal amount of the Class C 2.37% Asset Backed Notes (the “Class C Notes”); and

$13,060,000 aggregate principal amount of the Class D 2.91% Asset Backed Notes (the “Class D Notes”).

The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes are referred to collectively herein as the “Offered Notes.”

EXHIBIT B

Notes Initially Retained by the Depositor or a Majority-Owned Affiliate of Ally Bank

$13,500,000 aggregate principal amount of the Class A-1 1.10000% Asset Backed Notes (the “Class A-1 RR Notes”);

$18,570,000 aggregate principal amount of the Class A-2 1.53% Asset Backed Notes (the “Class A-2 RR Notes”);

$13,570,000 aggregate principal amount of the Class A-3 1.74% Asset Backed Notes (the “Class A-3 RR Notes”);

$4,310,000 aggregate principal amount of the Class A-4 2.01% Asset Backed Notes (the “Class A-4 RR Notes”);

$1,120,000 aggregate principal amount of the Class B 2.24% Asset Backed Notes (the “Class B RR Notes”);

$930,000 aggregate principal amount of the Class C 2.37% Asset Backed Notes (the “Class C RR Notes”); and

$690,000 aggregate principal amount of the Class D 2.91% Asset Backed Notes (the “Class D RR Notes”).

The Class A-1 RR Notes, the Class A-2 RR Notes, the Class A-3 RR Notes, the Class A-4 RR Notes, the Class B RR Notes, the Class C RR Notes and the Class D RR Notes are referred to collectively herein as the “Retained Notes.”

Certificates

100% Fractional Undivided Interest of Asset Backed Certificates (the “Certificates”).

EX-8.1

EXHIBIT 8.1

601 Lexington Avenue

New York, New York 10022

(212) 446-4800

www.kirkland.com

May 18, 2017

Ally Auto Assets LLC

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

Re: Federal Income Tax Consequences

We are issuing this opinion letter in our capacity as special counsel to Ally Bank and Ally Auto Assets LLC (the “Depositor”) in connection with the issuance of the Offered Notes (as defined on Exhibit A hereto) by Ally Auto Receivables Trust 2017-3 (the “Issuing Entity”) pursuant to an Indenture (the “Indenture”), between the Issuing Entity and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), to be dated as of May 24, 2017 (the “Issuance Date”). Only the Offered Notes are being offered for sale in a transaction pursuant to the registration requirements of the Securities Act of 1933, as amended (the “Act”). The Issuing Entity will also issue Retained Notes (as defined on Exhibit B hereto) which will be initially retained by the Depositor or a majority-owned affiliate of Ally Bank and Certificates (as defined on Exhibit B hereto), 5% of which will be initially retained or held by the Depositor or a majority-owned affiliate of Ally Bank and 95% of which will be initially held by the Depositor or an affiliate of the Depositor.

We are familiar with the proceedings required to be taken in connection with the proposed authorization, issuance and sale of the Offered Notes, and in order to express the opinion hereinafter stated, we have examined:

(i)    a copy of the registration statement on Form SF-3 (File No. 333-204844) (the “Registration Statement”) that was filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 415 under the Act on June 9, 2015, as amended by Pre-Effective Amendment No. 1 on August 14, 2015, by Pre-Effective Amendment No. 2 on September 24, 2015, by Pre-Effective Amendment No. 3 on October 22, 2015, by Pre-Effective Amendment No. 4 on October 30, 2015 and by Pre-Effective Amendment No. 5 on November 6, 2015, with respect to asset-backed notes, including the Offered Notes, to be issued and sold in series from time to time, in the form in which it became effective, including the exhibits thereto;

Beijing  Chicago  Hong Kong  Houston  London  Los Angeles  Munich  Palo Alto  San Francisco  Shanghai  Washington, D.C.

    Ally Auto Assets LLC May 18, 2017 Page 2

(ii)    a copy of the Prospectus relating to the Offered Notes dated May 16, 2017 (the “Prospectus”) to be filed with the Commission pursuant to Rule 424(b)(5) under the Act on May 18, 2017;

(iii)    a copy of the Trust Agreement, dated as of April 21, 2017, and the form of amended and restated Trust Agreement, to be dated as of the Issuance Date, among the Depositor, BNY Mellon Trust of Delaware, as owner trustee, and the Paying Agent (the “Trust Agreement”);

(iv)    a form of the Servicing Agreement among the Depositor, Ally Bank, as servicer, and the Issuing Entity;

(v)    a form of the Trust Sale Agreement between the Depositor and the Issuing Entity;

(vi)    a form of the Indenture;

(vii)    a form of the Pooling Agreement between Ally Bank and the Depositor;

(viii)    a form of the Asset Representations Review Agreement among Clayton Fixed Income Services LLC, Ally Bank and the Issuing Entity;

(ix)    a form of the Administration Agreement among the Issuing Entity, the Indenture Trustee and Ally Bank, as administrator; and

(x)    such other documents as we have deemed necessary for the expression of the opinions contained herein.

The documents described in clauses (iii) through (ix) collectively are referred to herein as the “Transaction Documents.”

We have examined such other documents and such matters of law, and we have satisfied ourselves as to such matters of fact, as we have considered relevant for purposes of this opinion.

The opinion set forth in this letter is based upon the applicable provisions of the Internal Revenue Code of 1986, as amended, Treasury regulations promulgated and proposed thereunder, current positions of the Internal Revenue Service (the “IRS”) contained in published Revenue Rulings and Revenue Procedures, current administrative positions of the IRS and existing judicial decisions. No tax rulings will be sought from the IRS with respect to any of the matters discussed herein. Moreover, the statutory provisions, regulations, interpretations and other authorities upon which our opinion is based are subject to change, and such changes could apply retroactively. In addition, there can be no assurance that positions contrary to those stated in our opinion will not be taken by the IRS. Our opinion is in no way binding on the IRS or any court, and it is possible that the IRS or a court could, when presented with these facts, reach a different conclusion. In rendering such opinion, we have assumed that the Issuing Entity will be operated in accordance with the terms of the Transaction Documents.

    Ally Auto Assets LLC May 18, 2017 Page 3

Based on the foregoing and assuming that the Transaction Documents are duly authorized, executed and delivered in substantially the form we have examined and that the transactions contemplated to occur under the Transaction Documents in fact occur in accordance with the terms thereof, to the extent that the discussions presented in the Prospectus under the captions “Summary—Tax Status” and “Federal Income Tax Consequences,” expressly state our opinion, or state that our opinion has been or will be provided as to any Offered Notes, we hereby confirm and adopt such opinion herein. There can be no assurance, however, that the conclusions of U.S. federal tax law presented therein will not be successfully challenged by the IRS or significantly altered by new legislation, changes in IRS positions or judicial decisions, any of which challenges or alterations may be applied retroactively with respect to completed transactions.

Except for the opinions expressed above, we express no opinion as to any other tax consequences of the transaction to any party under federal, state, local or foreign laws. In addition, we express no opinion as to the laws of any jurisdiction other than the federal laws of the United States of America to the extent specifically referred to herein. This letter is limited to the specific issues addressed herein and the opinions rendered above are limited in all respects to laws and facts existing on the date hereof. By rendering these opinions, we do not undertake to advise you with respect to any other matter or of any change in such laws or facts or in the interpretations of such laws which may occur after the date hereof or as to any future action that may become necessary to maintain the character of any of the Offered Notes as described in the Prospectus or to maintain the Issuing Entity as an entity that will not be taxable as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.

We hereby consent to the filing of this opinion on Form 8-K in connection with the sale of the Offered Notes and to the reference to our firm in the Prospectus in the summary under the caption “Tax Status,” under the caption “Federal Income Tax Consequences” and under the caption “Legal Opinions.” In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Kirkland & Ellis LLP

KIRKLAND & ELLIS LLP

EXHIBIT A

Offered Notes

$256,500,000 aggregate principal amount of the Class A-1 1.1000% Asset Backed Notes (the “Class A-1 Notes”);

$352,800,000 aggregate principal amount of the Class A-2 1.53% Asset Backed Notes (the “Class A-2 Notes”);

$257,800,000 aggregate principal amount of the Class A-3 1.74% Asset Backed Notes (the “Class A-3 Notes”);

$81,700,000 aggregate principal amount of the Class A-4 2.01% Asset Backed Notes (the “Class A-4 Notes”);

$21,100,000 aggregate principal amount of the Class B 2.24% Asset Backed Notes (the “Class B Notes”);

$17,580,000 aggregate principal amount of the Class C 2.37% Asset Backed Notes (the “Class C Notes”); and

$13,060,000 aggregate principal amount of the Class D 2.91% Asset Backed Notes (the “Class D Notes”).

The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes are referred to collectively herein as the “Offered Notes.”

EXHIBIT B

Notes Initially Retained by the Depositor or a Majority-Owned Affiliate of Ally Bank

$13,500,000 aggregate principal amount of the Class A-1 1.10000% Asset Backed Notes (the “Class A-1 RR Notes”);

$18,570,000 aggregate principal amount of the Class A-2 1.53% Asset Backed Notes (the “Class A-2 RR Notes”);

$13,570,000 aggregate principal amount of the Class A-3 1.74% Asset Backed Notes (the “Class A-3 RR Notes”);

$4,310,000 aggregate principal amount of the Class A-4 2.01% Asset Backed Notes (the “Class A-4 RR Notes”);

$1,120,000 aggregate principal amount of the Class B 2.24% Asset Backed Notes (the “Class B RR Notes”);

$930,000 aggregate principal amount of the Class C 2.37% Asset Backed Notes (the “Class C RR Notes”); and

$690,000 aggregate principal amount of the Class D 2.91% Asset Backed Notes (the “Class D RR Notes”).

The Class A-1 RR Notes, the Class A-2 RR Notes, the Class A-3 RR Notes, the Class A-4 RR Notes, the Class B RR Notes, the Class C RR Notes and the Class D RR Notes are referred to collectively herein as the “Retained Notes.”

Certificates

100% Fractional Undivided Interest of Asset Backed Certificates (the “Certificates”).

EX-36.1

EXHIBIT 36.1

CERTIFICATION

I, Ryan C. Farris, certify as of May 16, 2017 that:

1.    I have reviewed the prospectus relating to the Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C and Class D Notes of Ally Auto Receivables Trust 2017-3 (the “securities”) and am familiar with, in all material respects, the following: The characteristics of the securitized assets underlying the offering (the “securitized assets”), the structure of the securitization, and all material underlying transaction agreements as described in the prospectus;

2.    Based on my knowledge, the prospectus does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading;

3.    Based on my knowledge, the prospectus and other information included in the registration statement of which it is a part fairly present, in all material respects, the characteristics of the securitized assets, the structure of the securitization and the risks of ownership of the securities, including the risks relating to the securitized assets that would affect the cash flows available to service payments or distributions on the securities in accordance with their terms; and

4.    Based on my knowledge, taking into account all material aspects of the characteristics of the securitized assets, the structure of the securitization, and the related risks as described in the prospectus, there is a reasonable basis to conclude that the securitization is structured to produce, but is not guaranteed by this certification to produce, expected cash flows at times and in amounts to service scheduled payments of interest and the ultimate repayment of principal on the securities (or other scheduled or required distributions on the securities, however denominated) in accordance with their terms as described in the prospectus.

The foregoing certifications are given subject to any and all defenses available to me under the federal securities laws, including any and all defenses available to an executive officer that signed the registration statement of which the prospectus referred to in this certification is part.

Date: May 16, 2017

/s/ Ryan C. Farris

Ryan C. Farris

President (chief executive officer) of

Ally Auto Assets LLC

EX-99.1

EXHIBIT 99.1

TRUST SALE AGREEMENT

BETWEEN

ALLY AUTO ASSETS LLC

DEPOSITOR

AND

ALLY AUTO RECEIVABLES TRUST 2017-3

ISSUING ENTITY

DATED AS OF MAY 24, 2017

TABLE OF CONTENTS

		Page
ARTICLE I CERTAIN DEFINITIONS			1
Section 1.01	Definitions		1
ARTICLE II CONVEYANCE OF RECEIVABLES; ISSUANCE OF SECURITIES			1
Section 2.01	Conveyance of Receivables		1
Section 2.02	Acceptance by Issuing Entity		2
Section 2.03	Representations and Warranties as to the Receivables and Covenants with respect to the Asset Representations Reviewer		3
Section 2.04	Repurchase or Substitution of Receivables		3
ARTICLE III THE DEPOSITOR			8
Section 3.01	Representations of the Depositor		8
Section 3.02	Liability of the Depositor		10
Section 3.03	Merger or Consolidation of, or Assumption of the Obligations of the Depositor; Amendment of Limited Liability Company Agreement		10
Section 3.04	Limitation on Liability of the Depositor and Others		10
Section 3.05	The Depositor May Own Notes or Certificates		11
Section 3.06	Compliance with the FDIC Rule		11
ARTICLE IV MISCELLANEOUS PROVISIONS			11
Section 4.01	Amendment		11
Section 4.02	Protection of Title to Trust		13
Section 4.03	Notices		14
Section 4.04	GOVERNING LAW		14
Section 4.05	Severability of Provisions		14
Section 4.06	Assignment		14
Section 4.07	Third-Party Beneficiaries		14
Section 4.08	Separate Counterparts		14
Section 4.09	Headings and Cross-References		14
Section 4.10	Assignment to Indenture Trustee		14
Section 4.11	No Petition Covenants		15
Section 4.12	Limitation of Liability of Indenture Trustee and Owner Trustee		15
EXHIBIT A	Schedule of Receivables
EXHIBIT B	Form of Second Step Receivables Assignment
EXHIBIT C	Form of Officer’s Certificate
EXHIBIT D	Additional Representations and Warranties
APPENDIX A	Definitions, Rules of Construction and Notices

i

THIS TRUST SALE AGREEMENT is made as of May 24, 2017 between ALLY AUTO ASSETS LLC, a Delaware limited liability company (the “Depositor”), and ALLY AUTO RECEIVABLES TRUST 2017-3, a Delaware statutory trust (the “Issuing Entity”).

WHEREAS, on the Closing Date, Ally Bank (the “Seller”) has sold the Receivables to the Depositor;

WHEREAS, the Depositor desires to sell the Receivables to the Issuing Entity on the Closing Date in exchange for the Notes and Certificates pursuant to the terms of this Agreement; and

WHEREAS, the Depositor and the Issuing Entity wish to set forth the terms pursuant to which the Receivables are to be sold by the Depositor to the Issuing Entity.

NOW, THEREFORE, in consideration of the foregoing, the other good and valuable consideration and the mutual terms and covenants contained herein, the parties hereto agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

Section 1.01    Definitions. Certain capitalized terms used in the above recitals and in this Agreement are defined in and shall have the respective meanings assigned to them in Part I of Appendix A to this Agreement. All references herein to “the Agreement” or “this Agreement” are to this Trust Sale Agreement as it may be amended, supplemented or modified from time to time, the exhibits hereto and the capitalized terms used herein which are defined in such Appendix A, and all references herein to Articles, Sections and subsections are to Articles, Sections or subsections of this Agreement unless otherwise specified. The rules of construction set forth in Part II of such Appendix A shall be applicable to this Agreement.

ARTICLE II

CONVEYANCE OF RECEIVABLES; ISSUANCE OF SECURITIES

Section 2.01    Conveyance of Receivables.

(a)    Receivables. In consideration of the Issuing Entity’s delivery of the Notes and the Certificates to, or upon the order of, the Depositor, the Depositor does hereby enter into this Agreement and the Second Step Receivables Assignment in the form attached as Exhibit B to this Agreement (the “Second Step Receivables Assignment”) and agrees to fulfill all of its obligations hereunder and thereunder and to sell, transfer, assign and otherwise convey to the Issuing Entity, without recourse:

(i)    all right, title and interest of the Depositor in, to and under the Receivables listed on the Schedule of Receivables and all monies received thereon on and after the Cutoff Date or, with respect to any Substitute Receivable, the related Substitute Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Servicer or the Seller covering any related Financed Vehicle;

(ii)    the interest of the Depositor in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto;

(iii)    the interest of the Depositor in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors;

(iv)    the interest of the Depositor in any proceeds from recourse against Dealers on the Receivables;

(v)    all right, title and interest of the Depositor in, to and under the Pooling Agreement, the First Step Receivables Assignment, the Servicing Agreement and the Custodian Agreement, including the right of the Depositor to cause the Seller or the Servicer to repurchase, purchase or substitute Receivables under certain circumstances; and

(vi)    all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

(b)    It is the intention of the Depositor and the Issuing Entity that the transfers and assignments contemplated by this Agreement and the Second Step Receivables Assignment shall constitute sales of the Receivables from the Depositor to the Issuing Entity for the purpose of applicable bankruptcy, insolvency, reorganization and other similar laws, so that the beneficial interest in and title to the Receivables shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law.

(c)    The foregoing sales, transfers, assignments and other conveyances do not constitute and are not intended to result in the creation of or an assumption by the Issuing Entity of any obligation of the Servicer, the Depositor or any other Person to the Obligors, Dealers, insurers or any other Person in connection with the Receivables, any Dealer Agreements, any insurance policies or any other agreement or instrument relating to any of them.

Section 2.02    Acceptance by Issuing Entity. The Issuing Entity does hereby accept all consideration conveyed by the Depositor pursuant to Section 2.01(a), and declares that the Issuing Entity shall hold such consideration upon the trust set forth in the Trust Agreement for the benefit of the Certificateholders, subject to the terms and conditions of the Indenture, this Agreement and the Second Step Receivables Assignment and the rights of the Noteholders with respect thereto. The Issuing Entity hereby agrees to and accepts the appointment and authorization of Ally Bank as Servicer under Section 2.01 of the Servicing Agreement. The parties agree that this Agreement, the Second Step Receivables Assignment, the Indenture, the Trust Agreement, the Notes and the Certificates constitute the Further Transfer Agreements for purposes of the Pooling Agreement.

2

Section 2.03    Representations and Warranties as to the Receivables and Covenants with respect to the Asset Representations Reviewer.

(a)    Representations and Warranties as to the Receivables. Pursuant to Section 2.01(a)(v), the Depositor assigns to the Issuing Entity all of its right, title and interest in, to and under the Pooling Agreement. Such assigned right, title and interest includes the benefit of the representations and warranties of the Seller made to the Depositor pursuant to Section 3.01 or Section 3.02 of the Pooling Agreement. The Depositor hereby represents and warrants to the Issuing Entity that the Depositor has taken no action which would cause such representations and warranties of the Seller to be false in any material respect as of the Closing Date. The Depositor further acknowledges that the Issuing Entity and its permitted assignees rely on the representations and warranties of the Depositor under this Agreement and of the Seller under the Pooling Agreement in accepting the Receivables and executing and delivering the Notes and the Certificates. The foregoing representation and warranty speaks as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables to the Issuing Entity and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

(b)    Covenant with respect to the Asset Representations Reviewer. The Depositor shall promptly deliver to the Seller any Asset Representations Review Notice. Each of the Depositor and the Issuing Entity agrees to cooperate with the Asset Representations Reviewer, the Servicer and the Seller with respect to any Asset Representations Review commenced in accordance with Section 5.17 of the Indenture. Upon receipt of a final report from the Asset Representations Reviewer, the Depositor shall review the findings of the Asset Representations Reviewer and determine whether a breach of a representation or warranty set forth in Section 3.01 of the Pooling Agreement has occurred with respect to any Receivable tested by the Asset Representations Reviewer and whether a repurchase or substitution of such Receivable is required pursuant to Section 2.04(a).

Section 2.04    Repurchase or Substitution of Receivables.

(a)    Repurchase or Substitution of Receivables Upon Breach of Warranty.

(i)    Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee, the Indenture Trustee, any Note Owner or any Noteholder of a breach of any of the representations and warranties in Section 3.01 or Section 3.02 of the Pooling Agreement or in Section 2.03(a) or Section 3.01(b) of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders taken as a whole in any Receivable, and which results in any of the Noteholders or the Certificateholders not being made whole, the party discovering such breach shall give prompt written notice thereof (each, a “Repurchase Request”) to the others; provided that in the case of a Repurchase Request from the Owner Trustee, the Indenture Trustee, any Note Owner or any Noteholder, such Repurchase Request shall set forth (i) each Receivable that is subject to a Repurchase Request, (ii) the specific representation or warranty contained in Section 3.01 or Section 3.02 of the Pooling Agreement it alleges was breached, (iii) the loss that occurred as a result of such breach and (iv) the material and adverse effect of such breach on the interests of the Noteholders or the Certificateholders taken as a whole; provided further that with respect to a Repurchase Request from a Noteholder or a Note Owner, such Repurchase Request shall initially be provided to the Indenture Trustee.

3

(ii)    As of the last day of the second Monthly Period following its discovery or its receipt of notice of such breach (or, at the Depositor’s election, the last day of the first Monthly Period following such discovery or receipt of notice), unless such breach shall have been cured in all material respects, in the event of a breach of the representations and warranties made by the Depositor in Section 2.03(a) or Section 3.01(b) of this Agreement, the Depositor shall (x) if the Seller would be required to substitute a Substitute Receivable pursuant to Section 4.04(a) of the Pooling Agreement, substitute a Substitute Receivable in exchange for the related Warranty Receivable, (y) if the Seller would be required to repurchase the Warranty Receivable pursuant to Section 4.04(a) of the Pooling Agreement, repurchase the related Warranty Receivable, or in the event of a breach of a representation and warranty under Section 3.01 or Section 3.02 of the Pooling Agreement, the Depositor shall use reasonable efforts to enforce the obligation of the Seller under Section 4.04(a) of the Pooling Agreement to repurchase or substitute such Warranty Receivable from the Issuing Entity on the related Distribution Date.

(iii)    The repurchase price to be paid by the breaching party (the “Warranty Purchaser”) shall be an amount equal to the Warranty Payment calculated as of the last day of the related Monthly Period.

(iv)    With respect to each Substitute Receivable, the Depositor shall deliver to the Issuing Entity, the Owner Trustee and the Indenture Trustee (a) a Second Step Receivables Assignment related to such Substitute Receivable and (b) an Officer’s Certificate in the form set forth in Exhibit C. The Depositor shall have satisfied each of the following conditions prior to the substitution of a Substitute Receivable in exchange for a Warranty Receivable:

(1)    the Depositor shall agree to deposit into the Collection Account all collections with respect to the related Substitute Receivable received since the related Substitute Cutoff Date within two Business Days after the related Substitution Date (or such later date as may be permitted under the Indenture);

(2)    as of the Substitution Date, neither the Seller nor the Depositor is insolvent, nor will either of them have been made insolvent by the sale of the Substitute Receivable, nor is either of them aware of any pending insolvency relating to either of them;

(3)    the Schedule of Receivables shall have been amended to reflect the Substitute Receivable and the Schedule of Receivables as so amended shall be true and correct as of the Substitution Date; and

(4)    after giving effect to the substitution of the related Substitute Receivable for the related Warranty Receivable, the aggregate Principal Balance of all Substitute Receivables sold to the Issuing Entity shall not exceed 10% of the Initial Aggregate Receivables Principal Balance.

4

(v)    It is understood and agreed that the obligation of the Warranty Purchaser to repurchase or substitute any Warranty Receivable as to which a breach has occurred and is continuing, and the obligation of the Depositor to enforce the Seller’s obligation to repurchase or substitute such Warranty Receivables pursuant to the Pooling Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor or the Seller for such breach available to the Issuing Entity, the Financial Parties, the Owner Trustee or the Indenture Trustee.

(b)    Unfulfilled Repurchase Demands. In the event the Depositor fails to, or fails to cause the Seller to, repurchase or substitute a Receivable pursuant to Section 2.04(a) within 180 days of the delivery of a Repurchase Request and such Repurchase Request has not been resolved, the alleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased or substituted with a Substitute Receivable, the party that provided the Repurchase Request pursuant to Section 2.04(a) (the “Requesting Party”) may refer the Repurchase Request to an ADR Proceeding, at its discretion, pursuant to Section 2.04(c) by filing in accordance with AAA Rules and providing a notice to the Depositor; provided, however, that any such referral of a Repurchase Request shall be made (i) within the applicable statute of limitations period and (ii) within 30 days of the delivery of the Repurchase Response Notice indicating that the related Repurchase Request has not been resolved; provided further that in the event an Asset Representations Review has been completed and the Asset Representations Reviewer has determined that the representations and warranties related to a Receivable with respect to which a Repurchase Request has been made have been satisfied, the Repurchase Request will be deemed to have been resolved.

(c)    Dispute Resolution.

(i)    General. If a Requesting Party provides notice of a referral of a Repurchase Request to an ADR Proceeding, the Depositor shall have at least 30 days to respond to such notice and, if a party, shall submit to the ADR Proceeding requested. Each ADR Proceeding shall take place in New York, New York.

(ii)    Confidentiality. Each ADR Proceeding, including the occurrence of such ADR Proceeding, the nature and amount of any relief sought or granted and the results of any discovery taken in such ADR Proceeding, shall be kept strictly confidential by each of the Depositor and the Requesting Party, except as necessary in connection with statements provided pursuant to Section 4.09 of the Servicing Agreement, in connection with a judicial challenge to or enforcement of an award, or as otherwise required by law.

(iii)    Mediation. If the Requesting Party chooses to refer the Repurchase Request to Mediation, the following provisions shall apply:

(1)    The Depositor and the Requesting Party shall agree on a neutral mediator within 15 days of the acknowledgement of the notice set forth in Section 2.04(c)(i); provided that the mediator shall satisfy each of the following conditions:

a.    the mediator shall be selected from a list of neutral mediators maintained by the AAA;

5

b.    the mediator shall be an attorney admitted to practice law in the State of New York; and

c.    the mediator shall be an attorney specializing in commercial litigation with at least 15 years of experience;

provided, however, that if the Depositor and the Requesting Party do not agree on a mediator, a mediator shall be selected by the AAA in accordance with AAA Rules for appointment of a mediator.

(2)    The Mediation shall commence no later than 15 Business Days following selection of a mediator, and shall conclude within 30 days of the start of Mediation.

(3)    The Depositor and the Requesting Party shall mutually agree upon the allocation of the expenses incurred in connection with the Mediation; provided, however, that if the Depositor and the Requesting Party do not agree on the allocation of expenses, the expenses shall be determined in accordance with AAA Rules.

(4)    If the Depositor and the Requesting Party fail to agree at the completion of the Mediation, the Requesting Party may submit the Repurchase Request to Arbitration in accordance with Section 2.04(c)(iv) or may seek adjudication of the Repurchase Request in court.

(iv)    Arbitration. If the Requesting Party refers the Repurchase Request to Arbitration, the following provisions shall apply:

(1)    The Depositor shall provide a notice of the commencement of such Arbitration and instructions for other Noteholders or Note Owners to participate in such Arbitration to the Servicer for inclusion in the statement to securityholders set forth in Section 4.09 of the Servicing Agreement.

(2)    The Repurchase Request shall be referred to a panel of three arbitrators (the “Panel”) to be selected as follows:

a.    the Requesting Party shall appoint one arbitrator to the panel within 5 Business Days of providing notice of its selection of Arbitration;

b.    the Depositor shall appoint one arbitrator to the panel within 5 Business Days of the Requesting Party providing notice of its selection of Arbitration; and

c.    the arbitrators selected pursuant to clauses a and b will select a third arbitrator within 5 Business Days of the appointment of the second arbitrator;

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provided that each arbitrator shall satisfy each of the following conditions: (i) the arbitrator shall be selected from a list of neutral arbitrators maintained by the AAA, (ii) the arbitrator shall be an attorney admitted to practice law in the State of New York; and (iii) the arbitrator shall be an attorney specializing in commercial litigation with at least 15 years of experience.

(3)    The following procedural time limits shall apply to the Arbitration:

a.    the arbitrators shall have the ability to schedule, hear and determine any motions, including discovery motions, according to New York law, and shall do so at the motion of any party to the Arbitration;

b.    discovery shall be completed within 30 days of appointment of the third arbitrator;

c.    the evidentiary hearing on the merits shall commence no later than 60 days following the appointment of the third arbitrator, and shall proceed for no more than 10 consecutive business days with equal time allotted to each side for the presentation of direct evidence and cross examination; and

d.    the Panel shall render its decision on the Repurchase Request within 90 days of the selection of the panel.

provided that in each case, the Panel may modify such time limits if, based on the facts and circumstances of the particular dispute, good cause exists, there is an unavoidable delay or with the consent of all of the parties.

(4)    The following limitations on the Arbitration proceeding shall apply:

a.    each party shall be limited to two witness depositions not to exceed five hours;

b.    each party shall be limited to two interrogatories;

c.    each party shall be limited to one document request; and

d.    each party shall be limited to one request for admissions;

provided that in each case, the Panel may modify such discovery limitations if, based on the facts and circumstances of the particular dispute, good cause exists, there is an unavoidable delay or with the consent of all of the parties.

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(5)    Any briefs submitted in the Arbitration shall be no more than 10 pages each and shall be limited to (i) initial statements of the case, (ii) discovery motions and (iii) a pre-hearing brief.

(6)    The Panel shall decide the Repurchase Request in accordance with this Agreement and the Pooling Agreement, including the provisions set forth in Section 4.04.

(7)    The Panel shall not be permitted to award punitive or special damages.

(8)    The Panel shall determine the allocation of the expenses of the Arbitration between the Depositor and the Requesting Party.

(9)    Once the Panel makes a decision with respect to a Receivable, such decision shall be binding on the Interested Parties as to such Receivable, and such Receivable may not be subject to an additional ADR Proceeding or court adjudication.

ARTICLE III

THE DEPOSITOR

Section 3.01    Representations of the Depositor. The Depositor makes the following representations on which the Issuing Entity is relying in acquiring the Receivables and issuing the Notes and the Certificates. The representations in clause (a) speak as of the Closing Date. The representations in clause (b) speak as of the Closing Date with respect to the Receivables, and shall survive the sale, transfer and assignment of the Receivables to the Issuing Entity.

(a)    Representations and Warranties as to the Depositor.

(i)    Organization and Good Standing. The Depositor has been duly formed and is validly existing as an entity in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted;

(ii)    Due Qualification. The Depositor is duly qualified to do business as a foreign entity 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 requires such qualification;

(iii)    Power and Authority. The Depositor has the power and authority to execute and deliver the Basic Documents to which it is a party and to carry out their terms, the Depositor had at all relevant times, and now has, power, authority and legal right to acquire and own the Receivables and has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Issuing Entity as part of the Owner Trust Estate and has duly authorized such sale and assignment to the Issuing Entity by all necessary limited liability company action; and the execution, delivery and performance of the Basic Documents to which it is a party have been duly authorized by the Depositor by all necessary limited liability company action;

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(iv)    Valid Sale; Binding Obligations. This Agreement and the Second Step Receivables Assignment, when duly executed and delivered, shall constitute a valid sale, transfer and assignment of the Receivables, enforceable against creditors of and purchasers from the Depositor; and the Basic Documents to which the Depositor is a party, when duly executed and delivered, shall constitute legal, valid and binding obligations of the Depositor enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law;

(v)    No Violation. The consummation of the transactions contemplated by the Basic Documents to which the Depositor is a party and the fulfillment of the terms of the Basic Documents to which the Depositor is a party 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 certificate of formation or limited liability company agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor 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 and the Second Step Receivables Assignment, or violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; and

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

(b)    Representations and Warranties as to the Receivables.

(i)    Good Title. No Receivable has been sold, transferred, assigned or pledged by the Depositor to any Person other than the Issuing Entity; immediately prior to the conveyance of the Receivables pursuant to this Agreement and the Second Step Receivables Assignment, the Depositor had good and marketable title thereto, free of any Lien; and, upon execution and delivery of this Agreement and the Second Step Receivables Assignment by the Depositor, the Issuing Entity shall have all of the right, title and interest of the Depositor in, to and under the Receivables, the unpaid indebtedness evidenced thereby and the collateral security therefor, free of any Lien.

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(ii)    All Filings Made. All filings (including UCC filings) necessary in any jurisdiction to give the Issuing Entity a first priority perfected ownership interest in the Receivables shall have been made.

(iii)    Additional Representations and Warranties. The representations and warranties regarding creation, perfection and priority of security interests in the Receivables, which are attached to this Agreement as Exhibit D, are true and correct to the extent they are applicable.

Section 3.02    Liability of the Depositor. The Depositor shall be liable in accordance with this Agreement and the Second Step Receivables Assignment only to the extent of the obligations in this Agreement and the Second Step Receivables Assignment specifically undertaken by the Depositor.

Section 3.03    Merger or Consolidation of, or Assumption of the Obligations of the Depositor; Amendment of Limited Liability Company Agreement.

(a)    Any corporation, limited liability company or other entity (i) into which the Depositor may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Depositor shall be a party, (iii) succeeding to the business of the Depositor or (iv) 25% or more of the voting stock (or, if not a corporation, other voting interests) of which is owned directly or indirectly by General Motors or Ally Financial, which corporation, limited liability company or other entity in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement and the other Basic Documents to which it is a party, shall be the successor to the Depositor under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement. The Depositor shall provide ten (10) days prior notice of any merger, consolidation or succession pursuant to this Section 3.03 to the Rating Agencies.

(b)    The Depositor hereby agrees that during the term of this Agreement it shall not (i) take any action prohibited by Article Fourth or Article Eighth of its limited liability company agreement, (ii) without the prior written consent of the Indenture Trustee and the Owner Trustee and without giving prior written notice to the Rating Agencies, amend Article Third, Fourth or Eighth of its limited liability company agreement or (iii) incur any indebtedness, or assume or guaranty indebtedness of any other entity, other than pursuant to the Intercompany Advance Agreement and any notes thereunder (without giving effect to any amendment to such Agreement after the date hereof, unless the Rating Agency Condition was satisfied in connection therewith), if such action would result in a downgrading of the then current rating of any class of the Notes.

Section 3.04    Limitation on Liability of the Depositor and Others. The Depositor and any director or officer or employee or agent of the Depositor 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 under this Agreement and the Second Step Receivables Assignment. The Depositor and any director or officer or employee or agent of the Depositor shall be reimbursed by the Indenture Trustee or Owner Trustee, as applicable, for any contractual damages, liability or expense incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (gross negligence in the case of the Owner Trustee) (except errors in judgment) in

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the performance of its duties under this Agreement, the Second Step Receivables Assignment, the Indenture or the Trust Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, the Second Step Receivables Assignment, the Indenture or the Trust Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Depositor for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations as the Depositor of the Receivables under this Agreement and the Second Step Receivables Assignment and that in its opinion may involve it in any expense or liability.

Section 3.05    The Depositor May Own Notes or Certificates. Each of the Depositor and any Person controlling, controlled by or under common control with the Depositor may in its individual or any other capacity become the owner or pledgee of Notes or Certificates with the same rights as it would have if it were not the Depositor or an Affiliate thereof, except as otherwise specifically provided herein. Except as otherwise provided herein, Notes or Certificates so owned by or pledged to the Depositor or such controlling or commonly controlled Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority or distinction as among all of such Notes or Certificates, respectively.

Section 3.06    Compliance with the FDIC Rule. The Depositor agrees to (i) perform the covenants set forth in Article XII of the Indenture applicable to it and (ii) facilitate compliance with Article XII of the Indenture by the Ally Parties.

ARTICLE IV

MISCELLANEOUS PROVISIONS

Section 4.01    Amendment.

(a)    This Agreement may be amended by the Depositor and the Issuing Entity, and if such amendment materially and adversely affects the rights of the Indenture Trustee, with the consent of the Indenture Trustee, and, if such amendment materially and adversely affects the rights of the Owner Trustee under this Agreement, with the consent of the Owner Trustee, but without the consent of any of the Financial Parties, (i) to cure any ambiguity, (ii) to correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other Basic Documents, (iii) to add or supplement any credit enhancement for the benefit of the Noteholders of any class or the Certificateholders (provided that if any such addition shall affect any class of Noteholders differently from any other class of Noteholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of Noteholders), provided that in the case of this clause (iii), the consent of the Certificateholders shall be required, (iv) to add to the covenants, restrictions or obligations of the Depositor, the Owner Trustee or the Indenture Trustee or (v) to add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the Financial Parties. Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that such amendment would not cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes.

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(b)    This Agreement may also be amended from time to time by the Depositor and the Issuing Entity, and if such amendment materially and adversely affects the rights of the Indenture Trustee, with the consent of the Indenture Trustee, the consent of Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date, and, if such amendment materially and adversely affects the rights of the Owner Trustee under this Agreement, with the consent of the Owner Trustee, and if any Person other than the Depositor holds any Certificates, the consent of the Majority Certificateholders as of the close of the preceding Distribution Date (which consent, whether given pursuant to this Section 4.01 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future holders of such Note or Certificate and of any Note or Certificate issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Notes or 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 (i) increase or reduce the interest rate or principal amount of any Note or change any Distribution Date or the Final Scheduled Distribution Date of any Note or distributions on the Certificates (without the consent of the holders hereof), (ii) increase or reduce the amount of the required Specified Reserve Account Balance without the consent of all of the Noteholders or Certificateholders then outstanding, (iii) adversely affect the rating of any Securities by any of the Rating Agencies without the consent of the holders of two-thirds of the Outstanding Amount of an affected class of Notes or two-thirds of the Voting Interests of affected Certificates, as appropriate, each as of the close of the preceding Distribution Date or (iv) reduce the aforesaid percentage required to consent to any such amendment, without the consent of the holders of all Notes and Certificates then outstanding. Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that such amendment would not cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes.

(c)    Prior to the execution of any such amendment or consent pursuant to clause (a) or clause(b) of this Section 4.01, the Indenture Trustee shall furnish written notification of the substance of such amendment or consent to the Depositor, who promptly shall provide such notice to the Rating Agencies.

(d)    Promptly after the execution of any such amendment or consent pursuant to clause (a) or clause(b) of this Section 4.01, the Issuing Entity shall furnish a copy of such amendment or consent to each Interested Party and to the Depositor, who promptly shall provide such copy to each Rating Agency.

(e)    It shall not be necessary for the consent of Noteholders or Certificateholders pursuant to Section 4.01(b) to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders or Certificateholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders and Certificateholders shall be subject to such reasonable requirements as the Indenture Trustee or the Owner Trustee may prescribe, including the establishment of record dates pursuant to paragraph number 7 of the Note Depository Agreement.

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(f)    Prior to the execution of any amendment to this Agreement, the Indenture Trustee and the Owner Trustee shall be entitled to receive and conclusively 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(h) of the Servicing Agreement. The Indenture Trustee and the Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects such trustee’s own rights, duties or immunities under this Agreement or otherwise.

(g)    The Depositor agrees that it shall not amend or agree to any amendment of the Pooling Agreement unless such amendment would be permissible under the terms of this Section 4.01 as if this Section 4.01 were contained in the Pooling Agreement.

Section 4.02    Protection of Title to Trust.

(a)    The Depositor shall authorize or prepare, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or prepared, as applicable, and filed such continuation and other 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 Noteholders, the Certificateholders, the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor shall deliver (or cause to be delivered) to the Indenture Trustee and the Owner Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.

(b)    The Depositor shall not change its State of organization or its name, identity or 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 the UCC, unless it shall have given the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice thereof.

(c)    The Depositor shall give the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice of any relocation of its principal executive office or change of its jurisdiction of formation if, as a result of such relocation or change of jurisdiction, 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.

(d)    If at any time the Depositor proposes to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuing Entity unless such Receivable has been paid in full, substituted or repurchased by the Depositor or purchased by the Servicer.

(e)    To the extent required by law, the Depositor shall cause the Notes and the Certificates 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 4.03    Notices. All demands, notices and communications upon or to the Depositor, the Servicer, the Indenture Trustee, the Owner Trustee or the Rating Agencies under this Agreement shall be delivered as specified in Part III of Appendix A hereto.

Section 4.04    GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 4.05    Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Securities or the rights of the holders thereof.

Section 4.06    Assignment. Notwithstanding anything to the contrary contained in this Agreement, this Agreement may not be assigned by the Depositor without the prior written consent of Noteholders whose Notes evidence not less than 66% of the Outstanding Amount of the Notes as of the close of the preceding Distribution Date and of Certificateholders whose Certificates evidence not less than 66% of the Voting Interests as of the close of the preceding Distribution Date. The Depositor shall provide notice of any such assignment to the Rating Agencies.

Section 4.07    Third-Party Beneficiaries. This Agreement and the Second Step Receivables Assignment shall inure to the benefit of and be binding upon the parties hereto and, to the extent expressly provided herein, the Noteholders, the Certificateholders, the Indenture Trustee, the Owner Trustee and their respective successors and permitted assigns. Except as otherwise provided in this Article IV, no other Person shall have any right or obligation hereunder.

Section 4.08    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 4.09    Headings and Cross-References. The various headings in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement.

Section 4.10    Assignment to Indenture Trustee. The Depositor hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuing Entity pursuant to the Indenture for the benefit of the Noteholders and (only to the extent expressly provided in the Indenture) the Certificateholders of all right, title and interest of the Issuing Entity in, to and under the Receivables or the assignment of any or all of the Issuing Entity’s rights and obligations hereunder to the Indenture Trustee.

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Section 4.11    No Petition Covenants. Notwithstanding any prior termination of this Agreement, the Depositor shall not, prior to the date which is one year and one day after the final distribution with respect to the Notes to the Note Distribution Account or, with respect to the Certificates, to the Certificateholders or the Certificate Distribution Account, acquiesce, petition or otherwise invoke or cause the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity 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 Issuing Entity or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuing Entity under a federal or State bankruptcy or insolvency proceeding.

Section 4.12    Limitation of Liability of Indenture Trustee and Owner Trustee.

(a)    Notwithstanding anything contained herein to the contrary, this Agreement has been acknowledged and accepted by Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity 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 Issuing Entity. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

(b)    Notwithstanding anything contained herein to the contrary, this Agreement has been executed by BNY Mellon Trust of Delaware not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity and in no event shall BNY Mellon Trust of Delaware in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity 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 Issuing Entity. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement.

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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.

ALLY AUTO RECEIVABLES TRUST 2017-3
By:	BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee on behalf of the Issuing Entity
By:
Name:
Title:
ALLY AUTO ASSETS LLC,
Depositor
By:
Name:
Title:

Acknowledged and Accepted to by:

DEUTSCHE BANK NATIONAL TRUST COMPANY for DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Indenture Trustee

By:

Name:

Title:

By:

Name:

Title:

Trust Sale Agreement (AART 2017-3)

EXHIBIT A

SCHEDULE OF RECEIVABLES

The Schedule of Receivables is

on file at the offices of:

1. The Indenture Trustee

2. The Owner Trustee

3. The Servicer

4. The Depositor

5. The Seller

Ex. A

EXHIBIT B

FORM OF

SECOND STEP RECEIVABLES ASSIGNMENT

PURSUANT TO THE TRUST SALE AGREEMENT

For value received in accordance with and subject to the Trust Sale Agreement, dated as of May 24, 2017, (the “Trust Sale Agreement”), between Ally Auto Assets LLC, a Delaware limited liability company (the “Depositor”), and Ally Auto Receivables Trust 2017-3, a Delaware statutory trust (the “Issuing Entity”), the Depositor hereby irrevocably sells, transfers, assigns and otherwise conveys to the Issuing Entity, without recourse (subject to the obligations herein), as of [May 24, 2017], all right, title and interest of the Depositor, whether now owned or hereafter acquired, in, to and under the following:

(i)    all right, title and interest of the Depositor in, to and under the Receivables listed on the Schedule of Receivables, attached as Exhibit A hereto, and all monies received thereon on and after the [Substitute] Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Servicer or the Seller covering any related Financed Vehicle;

(ii)    the interest of the Depositor in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto;

(iii)    the interest of the Depositor in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors;

(iv)    the interest of the Depositor in any proceeds from recourse against Dealers on the Receivables;

(v)    all right, title and interest of the Depositor in, to and under the Pooling Agreement, the First Step Receivables Assignment, the Servicing Agreement and the Custodian Agreement, including the right of the Depositor to cause the Seller or the Servicer to repurchase, purchase or substitute Receivables under certain circumstances; and

(vi)    all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Ex. B-1

[For purposes of this Second Step Receivables Assignment, the Substitute Cutoff Date shall be [            ], 20[    ].]

The Depositor hereby represents that as of the [Substitute] Cutoff Date, the Aggregate Receivables Principal Balance was [$1,057,998,087.93] and acknowledges that in consideration of such Receivables, the Issuing Entity has paid to the Depositor, in the form of Notes and Certificates, an amount equal to [$1,057,998,087.93].

THIS SECOND STEP RECEIVABLES ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS SECOND STEP RECEIVABLES ASSIGNMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

This Second Step Receivables Assignment is made pursuant to and upon the representations, warranties and agreements on the part of the Depositor contained in the Trust Sale Agreement and is to be governed in all respects by the Trust Sale Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Trust Sale Agreement.

*    *    *    *

Ex. B-2

IN WITNESS WHEREOF, the undersigned has caused this Second Step Receivables Assignment to be duly executed as of the day and year first above written.

ALLY AUTO ASSETS LLC,

as Depositor

By:

Name:

Title:

Ex. B-3

EXHIBIT C

FORM OF OFFICER’S CERTIFICATE

The undersigned, on behalf of Ally Bank, as Administrator, (the “Administrator”), does hereby certify pursuant to Section 2.04(a) of the Trust Sale Agreement, dated as of May 24, 2017 (the “Trust Sale Agreement”), by and among Ally Auto Assets LLC, a Delaware limited liability company (the “Depositor”), and Ally Auto Receivables Trust 2017-3, a Delaware statutory trust (the “Issuing Entity”), that all of the conditions to the transfer to the Issuing Entity of the Substitute Receivables listed on the Second Step Receivables Assignment delivered herewith and the other property and rights related to such Substitute Receivables have been satisfied on or prior to the related Substitution Date.

Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Trust Sale Agreement.

*    *    *    *

Ex. C-1

IN WITNESS WHEREOF, the undersigned has caused this certificate to be duly executed as of this      day of                     .

ALLY BANK,

as Administrator

By:

Name:

Title:

Ex. C-2

EXHIBIT D

Additional Representations and Warranties

1. This Agreement and the Indenture create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Property in favor of the Issuing Entity and the Indenture Trustee, as applicable, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Depositor and the Issuing Entity, respectively.

2. All steps necessary to perfect the Depositor’s security interest against each Obligor in the property securing the Purchased Property have been taken.

3. Prior to the sale of the Purchased Property to the Issuing Entity under this Agreement, the Receivables constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the applicable UCC.

4. The Depositor owns and has good and marketable title to the Purchased Property free and clear of any Lien, claim or encumbrance of any Person.

5. The Depositor has caused or will have caused, within ten (10) 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 Purchased Property granted to the Issuing Entity hereunder and the Indenture Trustee under the Indenture.

6. Other than the security interest granted to the Depositor pursuant to the Basic Documents, the Issuing Entity under the Trust Sale Agreement and the Indenture Trustee under the Indenture, none of the Seller, the Depositor or the Issuing Entity has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Property. None of the Seller, the Depositor or the Issuing Entity has authorized the filing of, nor is the Depositor aware of, any financing statements against the Seller, the Depositor or the Issuing Entity that include a description of collateral covering the Purchased Property other than the financing statements relating to the security interests granted to the Depositor, the Issuing Entity and the Indenture Trustee under the Basic Documents or any financing statement that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Seller, the Depositor or the Issuing Entity.

7. The Custodian has in its possession or with other third party vendors all original copies (or, with respect to Receivables that are “electronic chattel paper,” authoritative copies) of the Receivables Files and other documents that constitute or evidence the Receivables and the Purchased Property. The Receivables Files and other documents that constitute or evidence the Receivables that are “tangible chattel paper” do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor. All financing statements filed or to be filed against the Depositor in favor of the Issuing Entity in connection herewith describing the Receivables contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Issuing Entity.”

Ex. D-1

APPENDIX A

Part I

For ease of reference, capitalized terms defined herein have been consolidated with and are contained in Part I of Appendix A to the Servicing Agreement of even date herewith among the Servicer, the Depositor and the Issuing Entity, as amended and supplemented from time to time.

Part II

For ease of reference, the rules of construction have been consolidated with and are contained in Part II of Appendix A to the Servicing Agreement of even date herewith among the Servicer, the Depositor and the Issuing Entity, as amended and supplemented from time to time.

Part III

For ease of reference, the notice addresses and procedures have been consolidated with and are contained in Appendix B to the Servicing Agreement of even date herewith among the Servicer, the Depositor and the Issuing Entity, as amended and supplemented from time to time.

App. A

EX-99.2

EXHIBIT 99.2

CUSTODIAN AGREEMENT

BETWEEN

ALLY BANK,

CUSTODIAN

AND

ALLY AUTO ASSETS LLC,

DEPOSITOR

DATED AS OF MAY 24, 2017

This CUSTODIAN AGREEMENT, dated as of May 24, 2017, is made between ALLY BANK, a Utah chartered bank, as custodian (“Ally Bank” or the “Custodian”), and ALLY AUTO ASSETS LLC, a Delaware limited liability company, as depositor (the “Depositor”).

WHEREAS, simultaneously herewith Ally Bank, as seller (the “Seller”), and the Depositor are entering into a Pooling Agreement, dated as of the date hereof (as it may be amended, modified or supplemented from time to time, the “Pooling Agreement”), pursuant to which the Seller shall sell, transfer and assign, as of the Closing Date, to the Depositor without recourse all of its right, title and interest in and to the Receivables;

WHEREAS, in connection with such sale, transfer and assignment, the Servicing Agreement provides that the Depositor shall simultaneously enter into a custodian agreement pursuant to which the Depositor shall revocably appoint the Custodian as custodian of the Receivable Files pertaining to the Receivables;

WHEREAS, the Pooling Agreement contemplates that the Depositor may enter into the Further Transfer Agreements with the Issuing Entity, pursuant to which the Depositor shall sell, transfer and assign, as of the Closing Date, with respect to the Receivables, to the Issuing Entity without recourse all of the Depositor’s right, title and interest in and to the Receivables and under the aforementioned custodian agreement;

WHEREAS, in connection with any such sale, transfer and assignment, the Depositor desires for the Custodian to act as custodian of the Receivables for the benefit of the Issuing Entity; and

WHEREAS, after the execution of the Indenture, the Custodian will act on behalf of the Indenture Trustee in connection with its duties as custodian of the Receivables.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and of other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1.    Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in Part I of Appendix A to the Servicing Agreement among the Issuing Entity, the Servicer and the Depositor, dated as of the date hereof (as it may be amended, modified or supplemented from time to time, the “Servicing Agreement”) or in the text of the Servicing Agreement. The rules of construction set forth in Part II of such Appendix A shall be applicable to this Custodian Agreement. All references herein to Sections and subsections are to sections and subsections of this Custodian Agreement unless otherwise specified.

2.    Appointment of Custodian; Acknowledgment of Receipt. Subject to the terms and conditions hereof, the Depositor hereby appoints the Custodian, and the Custodian hereby accepts such appointment, to act as agent of the Depositor as Custodian to maintain custody of the Receivable Files pertaining to the Receivables. The Custodian hereby acknowledges that the Depositor may sell, transfer and assign all of its right, title and interest under this Custodian Agreement to the Issuing Entity pursuant to the Further Transfer Agreements. The Custodian hereby agrees, in connection with any such sale, transfer and assignment, to act as Custodian for

the benefit of the Issuing Entity with respect to those Receivables of which from time to time the Issuing Entity is the Owner. The Custodian acknowledges that the Issuing Entity has pledged the Receivables to the Indenture Trustee under the Indenture and agrees to hold the Receivables on behalf of the Issuing Entity and the Indenture Trustee for the benefit of the Secured Parties. In performing its duties hereunder, the Custodian agrees to act with reasonable care, using that degree of skill and attention that the Custodian exercises with respect to files relating to comparable motor vehicle related property that the Custodian services and holds for itself or others. The Custodian hereby acknowledges receipt of the Receivable File for each Receivable listed on the Schedule of Receivables.

3.    Maintenance at Office. The Custodian agrees to maintain each Receivable File at one of its branch offices as identified in the list of branch offices attached hereto as Exhibit A or with third party vendors as shall be deemed appropriate by the Custodian.

4.    Duties of Custodian.

(a)    Safekeeping. The Custodian shall hold each Receivable File described herein on behalf of the Owner of the related Receivable for the use and benefit of the Owner and, if applicable, Interested Parties and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File described herein as shall enable the Asset Representations Reviewer, the Depositor and the Issuing Entity to comply with their respective obligations under the Asset Representations Review Agreement, the Pooling Agreement, the Trust Sale Agreement and the other Basic Documents. Each Receivable shall be identified as such on the books and records of the Custodian to the extent the Custodian reasonably determines to be necessary to comply with the terms and conditions of the Servicing Agreement and, if applicable, the other Basic Documents. The Custodian shall conduct, or cause to be conducted, periodic physical inspections (or, with respect to Receivables that are “electronic chattel paper,” review authoritative copies) of the Receivable Files held by it under this Custodian Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Asset Representations Reviewer, the Issuing Entity, the Servicer and the Custodian to verify the accuracy of the Custodian’s inventory and record keeping. The Custodian shall promptly report to the Owner of a Receivable any failure on its part to hold the related Receivable File as described herein and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure.

(b)    Access to Records. Subject only to the Custodian’s security requirements applicable to its own employees having access to similar records held by the Custodian, the Custodian shall permit the Asset Representations Reviewer (if an Asset Representations Review Notice has been delivered), the Owner of a Receivable or its duly authorized representatives, attorneys or auditors to inspect the related Receivable File described herein and the related accounts, records and computer systems maintained by the Custodian pursuant hereto at such times as the Owner or, if an Asset Representations Review Notice has been delivered, the Asset Representations Reviewer may reasonably request.

(c)    Release of Documents. The Custodian shall release any Receivable (and its related Receivable File) to the Asset Representations Reviewer, the Depositor, the Servicer or the Issuing Entity, as appropriate, under the circumstances provided in the Pooling Agreement, the Asset Representations Review Agreement, the Trust Sale Agreement, the Servicing Agreement and the other Basic Documents.

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(d)    Administration; Reports. In general, the Custodian shall attend to all non-discretionary details in connection with maintaining custody of the Receivable Files as described herein. In addition, the Custodian shall assist the Issuing Entity and the Servicer generally in the preparation of routine reports to the Securityholders, if any, or to regulatory bodies, to the extent necessitated by the Custodian’s custody of the Receivable Files described herein.

(e)     Servicing. The Custodian is familiar with the duties of the Servicer, the servicing procedures and the allocation and distribution provisions (including those related to principal collections, losses and recoveries on Receivables) set forth in the Servicing Agreement and the Indenture and hereby agrees to maintain the Receivables Files in a manner consistent therewith. The Custodian further agrees to cooperate with the Servicer in the Servicer’s performance of its duties under the Servicing Agreement.

(f)    Regulation AB Compliance. If at any time the Custodian is not also serving as Servicer under the Servicing Agreement, the Custodian shall:

(i)    deliver to the Servicer on or before March 10 of each year, beginning March 10, 2018 (or, if such date is not a Business Day, the next succeeding Business Day), a report, dated as of December 31 of the preceding calendar year, of its assessment of compliance with the Servicing Criteria applicable to it with respect to such calendar year (or, in the case of the first year, since no later than the Closing Date), including disclosure of any material instance of non-compliance identified by the Custodian, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB under the Securities Act;

(ii)    cause a firm of registered public accountants that is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act to deliver to the Servicer on or before March 15 (or, if such date is not a Business Day, the next succeeding Business Day) of each year, beginning March 15, 2018, an attestation report that satisfies the requirements of Rule 13a-18 or Rule 15d-18 under the Exchange Act, as applicable, of the assessment of compliance with Servicing Criteria with respect to the prior calendar year (or, in the case of the first year, since no later than the Closing Date); and

(iii)    the reports under this Section 4(f) shall be delivered on or before April 15 (or, if such date is not a Business Day, the next succeeding Business Day) of each calendar year if the Issuing Entity is not required to file periodic reports under the Exchange Act or any other law, beginning April 15, 2019.

5.    Instructions; Authority to Act. The Custodian shall be deemed to have received proper instructions from the Issuing Entity with respect to the Receivable Files described herein upon its receipt of written instructions signed by an Authorized Officer. A certified copy of a by-law or of a resolution of the appropriate governing body of the Issuing Entity (or, as appropriate, a trustee or other Authorized Officer on behalf of the Issuing Entity) may be received and accepted by the Custodian as conclusive evidence of the authority of any such officer to act and may be considered as in full force and effect until receipt of written notice to the contrary. Such instructions may be general or specific in terms.

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6.    Indemnification by the Custodian. The Custodian agrees to indemnify the Depositor, the Issuing Entity and each trustee for any and all liabilities, obligations, losses, damage, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred or asserted against the Depositor, the Issuing Entity or any such trustee as the result of any act or omission in any way relating to the maintenance and custody by the Custodian of the Receivable Files described herein; provided, however, that the Custodian shall not be liable to the Depositor, the Issuing Entity or any such trustee, respectively, for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Depositor, the Issuing Entity or any such trustee, respectively.

7.    Advice of Counsel. The Custodian, the Depositor and, upon execution of the Basic Documents, the Issuing Entity further agree that the Custodian shall be entitled to rely and act upon advice of counsel with respect to its performance hereunder and shall be without liability for any action reasonably taken pursuant to such advice, provided that such action is not in violation of applicable federal or state law.

8.    Limitation on Liability of the Custodian and Others.

(a)    Neither the Custodian nor any of the directors or officers or employees or agents of the Custodian shall be under any liability to the Asset Representations Reviewer, the Issuing Entity, the Noteholders or the Certificateholders, except as specifically provided in this Custodian Agreement, for any action taken or for refraining from the taking of any action pursuant to this Custodian Agreement or for errors in judgment; provided, however, that this provision shall not protect the Custodian or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of duties or by reason of a reckless disregard of its obligations and duties herein.

(b)    Except as provided in this Custodian Agreement, the Custodian shall not be under any obligation to appear in, prosecute or defend any proceeding that is not incidental to its duties to act as custodian for the Receivables and the other Purchased Property in accordance with this Custodian Agreement and that in its opinion may involve it in any expense or liability; provided, however, the Custodian may undertake any reasonable action that it may deem necessary or desirable in respect of this Custodian Agreement and the rights and duties of the parties to this Custodian Agreement and the interests of the Noteholders and Certificateholders in the Basic Documents. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and the Custodian shall be entitled to be reimbursed therefor.

9.    Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof, shall continue in full force and effect until terminated as hereinafter provided, and may be amended at any time by mutual agreement of the parties hereto. This Custodian Agreement may be terminated by either party by written notice to the other party, such termination to take effect

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no sooner than sixty (60) days after the date of such notice. Notwithstanding the foregoing, if Ally Bank resigns as Servicer under the Basic Documents or if all of the rights and obligations of the Servicer have been terminated under the Servicing Agreement, this Custodian Agreement may be terminated by the Issuing Entity or by any Persons to whom the Issuing Entity has assigned its rights hereunder. As soon as practicable after the termination of this Custodian Agreement, the Custodian shall deliver the Receivable Files described herein to the Issuing Entity or the Issuing Entity’s agent at such place or places as the Issuing Entity may reasonably designate.

10.    Governing Law. THIS CUSTODIAN AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS CUSTODIAN AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

11.    Notices. All demands, notices and communications upon or to the Custodian or the Depositor under this Custodian Agreement shall be delivered as specified in Appendix B of the Servicing Agreement.

12.    Binding Effect. This Custodian Agreement shall be binding upon and shall inure to the benefit of the Depositor, the Issuing Entity, the Custodian and their respective successors and assigns, including the Issuing Entity.

13.    Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Custodian Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Custodian Agreement and shall in no way affect the validity or enforceability of the other provisions of this Custodian Agreement.

14.    Assignment. Notwithstanding anything to the contrary contained in this Custodian Agreement other than Section 19 of this Custodian Agreement, this Custodian Agreement may not be assigned by the Custodian without the prior written consent of the Depositor or any Persons to whom the Depositor has assigned its rights hereunder, as applicable.

15.    Headings. The headings of the various sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

16.    Counterparts. This Custodian Agreement may be executed by the parties 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.

17.    No Third-Party Beneficiaries. This Custodian Agreement shall inure to the benefit of and be binding upon the parties hereto, the Owners and, to the extent expressly provided herein, the Interested Parties, and their respective successors and permitted assigns. Except as otherwise expressly provided in this Custodian Agreement, no other Person shall have any right or obligation hereunder.

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18.    Merger and Integration. Except as specifically stated otherwise herein, this Custodian Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Custodian Agreement. This Custodian Agreement may not be modified, amended, waived or supplemented except as provided herein.

19.    Merger, Consolidation or Assumption of the Obligations of the Custodian. Any corporation, limited liability company or other entity (i) into which the Custodian may be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Custodian shall be a party, (iii) succeeding to the business of the Custodian or (iv) 25% or more of the voting stock (or if not a corporation, other voting interests) of which is owned, directly or indirectly, by General Motors or Ally Financial, which corporation, limited liability company or other entity in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Custodian under this Custodian Agreement and the other Basic Documents, shall be the successor to the Custodian under this Custodian Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Custodian Agreement, anything in this Custodian Agreement to the contrary notwithstanding. The Custodian shall provide notice of any merger, consolidation or succession pursuant to this Section 19 to the Rating Agencies.

20.    Compliance with the FDIC Rule. The Custodian agrees to (i) perform the covenants set forth in Article XII of the Indenture applicable to it and (ii) facilitate compliance with Article XII of the Indenture by the Ally Parties.

*    *    *    *    *

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IN WITNESS WHEREOF, each of the parties hereto has caused this Custodian Agreement to be executed in its name and on its behalf by a duly authorized officer as of the day and year first above written.

ALLY BANK, as Custodian
By:
	Name:
	Title:
ALLY AUTO ASSETS LLC, as Depositor
By:
	Name:
	Title:

Custodian Agreement (AART 2017-3)

EXHIBIT A

LIST OF BRANCH OFFICES

Ex. A

EX-99.3

EXHIBIT 99.3

ADMINISTRATION AGREEMENT

AMONG

ALLY AUTO RECEIVABLES TRUST 2017-3,

ISSUING ENTITY,

ALLY BANK,

ADMINISTRATOR

AND

DEUTSCHE BANK TRUST COMPANY AMERICAS,

INDENTURE TRUSTEE

DATED AS OF MAY 24, 2017

ADMINISTRATION AGREEMENT, dated as of May 24, 2017, is among ALLY AUTO RECEIVABLES TRUST 2017-3, a Delaware statutory trust, as issuer (the “Issuing Entity”), ALLY BANK, a Utah chartered bank, as administrator (“Ally Bank” or the “Administrator”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”).

W I T N E S S E T H :

WHEREAS, the Issuing Entity is issuing Notes pursuant to an indenture, dated as of May 24, 2017 (as amended, modified or supplemented from time to time, the “Indenture”), between the Issuing Entity and the Indenture Trustee;

WHEREAS, the Issuing Entity has entered into (or assumed) certain agreements in connection with the issuance of the Notes and the Certificates, including (a) the Trust Sale Agreement, (b) the Note Depository Agreement and (c) the Indenture;

WHEREAS, pursuant to the Basic Documents, the Issuing Entity and BNY Mellon Trust of Delaware, as Owner Trustee, are required to perform certain duties in connection with (a) the Notes and the Collateral and (b) the Certificates;

WHEREAS, the Issuing Entity and the Owner Trustee desire to have the Administrator perform certain of the duties of the Issuing Entity and the Owner Trustee referred to in the preceding clause, and to provide such additional services consistent with the terms of this Agreement and the Basic Documents as the Issuing Entity and the Owner Trustee may from time to time request; and

WHEREAS, the Administrator has the capacity to provide the services required hereby and is willing to perform such services for the Issuing Entity and the Owner Trustee on the terms set forth herein.

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

1.    Certain Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in Part I of Appendix A to the Servicing Agreement of even date herewith among the Issuing Entity, the Servicer and the Depositor (as it may be amended, modified or supplemented from time to time, the “Servicing Agreement”). All references herein to the “Agreement” or “this Agreement” are to this Administration Agreement as it may be amended, modified or supplemented from time to time. All references herein to Sections are to sections of this Agreement unless otherwise specified. The rules of construction set forth in Part II of Appendix A to the Servicing Agreement shall be applicable to this Agreement.

2.    Duties of the Administrator.

(a)    Duties with Respect to the Note Depository Agreement and the Indenture.

(i)    The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicable):

(A)    the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture);

(B)    the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture);

(C)    the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture);

(D)    the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture);

(E)    the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture);

(F)    the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture);

(G)    the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture);

(H)    the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture);

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(I)    the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.4 of the Indenture);

(J)    the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5 of the Indenture);

(K)    the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before March 15 (or, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning March 15, 2018 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture);

(L)    the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.7(b) of the Indenture);

(M)    the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture);

(N)    the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture);

(O)    the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Default, each default by the Depositor under the Trust Sale Agreement and each default by the Seller under the Pooling Agreement (Section 3.19 of the Indenture);

(P)    the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officers’ Certificate, and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the Indenture);

(Q)    the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture);

(R)    the duty to remove the Asset Representations Reviewer or appoint a replacement Asset Representations Reviewer and cause the retiring Asset Representations Reviewer to provide the successor Asset Representations Reviewer with any information relating to an ongoing Asset Representations Review (Section 5.17 of the Indenture);

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(S)    the preparation and delivery of notice to the Noteholders of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture);

(T)    the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture);

(U)    the furnishing of the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1 of the Indenture);

(V)    the preparation, the execution on behalf of the Issuing Entity and the filing with the Securities and Exchange Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Securities and Exchange Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture);

(W)    the opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture);

(X)    the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture);

(Y)    the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture);

(Z)    the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the Indenture);

(AA)    the preparation of the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the Indenture);

(BB)    the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture);

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(CC)    the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture);

(DD)    the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 (Section 11.4 of the Indenture);

(EE)    the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture);

(FF)    the recording of the Indenture, if applicable (Section 11.15 of the Indenture);

(GG)    the duty to cause the Issuing Entity to request such information as is necessary to determine the obligations under the Trust Agreement pursuant to FATCA provisions (Section 3.4(j) of the Trust Agreement);

(HH)    the duty to determine whether a transfer of a Certificate complies with Section 3.4(i) through Section 3.4(k) of the Trust Agreement (Section 3.4(o) of the Trust Agreement);

(II)    the preparation of Definitive Certificates and arranging the delivery thereof (Section 3.12 of the Trust Agreement); and

(JJ)    the obtaining of Opinions of Counsel with respect to the execution of amendments and the acquisition of Notes (Sections 8.1, 8.2 and 3.14 of the Trust Agreement).

(ii)    For so long as Ally Bank is both the Administrator and the Servicer, the Administrator will perform those payment and indemnity obligations of the Servicer under Section 6.01 of the Servicing Agreement in the event that the Servicer fails to perform such obligations.

(iii)    If Ally Bank is no longer the Administrator, the Administrator shall provide any required Rating Agency notices under this Section 2(a) to the Depositor, who promptly shall provide such notices to the Rating Agencies.

(b)    Additional Duties.

(i)    In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents. Subject to

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Section 7 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator.

(ii)    Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.

(iii)    Notwithstanding anything in this Agreement or the Basic Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns.

(iv)    The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity payable by the Administrator, a firm of independent public accountants acceptable to the Owner Trustee which shall perform the obligations of the Administrator thereunder.

(v)    The Administrator shall perform the duties of the Administrator specified in Section 6.10 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder.

(vi)    In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administrator.

(vii)    The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or

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liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

(c)    Non-Ministerial Matters.

(i)    With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless, within a reasonable time before the taking of such action, the Administrator shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

(A)    the amendment of or any supplement to the Indenture;

(B)    the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity;

(C)    the amendment, change or modification of any of the Basic Documents;

(D)    the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture;

(E)    the removal of the Asset Representations Reviewer; and

(F)    the removal of the Indenture Trustee.

(ii)    Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (x) make any payments to the Noteholders under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

3.    Successor Servicer and Administrator. The Issuing Entity shall undertake, as promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 7.02 of the Servicing Agreement, to enforce the provisions of Sections 7.02, 7.03 and 7.04 of the Servicing Agreement with respect to the appointment of a successor Servicer. Such successor Servicer shall, upon compliance with Sections 10(e)(ii) and 10(e)(iii), become the successor Administrator hereunder.

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4.    Records. The Administrator shall comply with Section 5.4 of the Trust Agreement, including maintaining appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Issuing Entity and the Depositor at any time during normal business hours.

5.    Compensation. As compensation for the performance of the Administrator’s obligations under this Agreement and as reimbursement for its expenses related thereto, the Servicer shall, unless otherwise waived by the Administrator, pay the Administrator a monthly fee in the amount of $1,500.

6.    Additional Information To Be Furnished to the Issuing Entity. The Administrator shall furnish to the Issuing Entity from time to time such additional information regarding the Collateral as the Issuing Entity shall reasonably request.

7.    Independence of the Administrator. For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuing Entity or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Issuing Entity, the Administrator shall have no authority to act for or represent the Issuing Entity or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuing Entity or the Owner Trustee.

8.    No Joint Venture. Nothing contained in this Agreement (i) shall constitute the Administrator and either of the Issuing Entity or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

9.    Other Activities of Administrator. Nothing herein shall prevent the Administrator or its Affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity as an administrator for any other person or entity even though such person or entity may engage in business activities similar to those of the Issuing Entity, the Owner Trustee or the Indenture Trustee.

10.    Term of Agreement; Resignation and Removal of Administrator.

(a)    This Agreement shall continue in force until the termination of the Issuing Entity, upon which event this Agreement shall automatically terminate.

(b)    Subject to Section 10(e), the Administrator may give notice of its intent to resign its duties hereunder by providing the Issuing Entity with at least sixty (60) days’ prior written notice.

(c)    Subject to Section 10(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice.

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(d)    Subject to Section 10(e), at the sole option of the Issuing Entity, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity to the Administrator if any of the following events shall occur:

(i)    the Administrator shall default in the performance of any of its duties under this Agreement and, after notice from the Issuing Entity of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuing Entity);

(ii)    a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or

(iii)    the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due.

The Administrator agrees that if any of the events specified in clause (i), clause (ii) or clause (iii) of this Section 10(d) shall occur, it shall give written notice thereof to the Issuing Entity and the Indenture Trustee within seven (7) days after the happening of such event.

(e)    No resignation or removal of the Administrator pursuant to this Section 10 shall be effective until (i) a successor Administrator shall have been appointed by the Issuing Entity, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder and (iii) the Rating Agency Condition has been satisfied with respect to such proposed appointment.

11.    Action upon Termination, Resignation or Removal. Promptly upon the effective date of termination of this Agreement pursuant to Section 10(a) or the resignation or removal of the Administrator pursuant to Section 10(b) or Section 10(c), respectively, the Administrator shall be entitled to be paid all fees and reimbursable expenses accruing to it to the effective date of such termination, resignation or removal. The Administrator shall forthwith upon such termination pursuant to Section 10(a) deliver to the Issuing Entity all property and documents of or relating to the Collateral then in the custody of the Administrator. In the event of the resignation or removal of the Administrator pursuant to Section 10(b) or Section 10(c), respectively, the Administrator shall cooperate with the Issuing Entity and take all reasonable steps requested to assist the Issuing Entity in making an orderly transfer of the duties of the Administrator.

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12.    Notices. All demands, notices and communications upon or to the Issuing Entity, the Administrator or the Indenture Trustee under this Agreement shall be delivered as specified in Appendix B of the Servicing Agreement.

13.    Amendments.

(a)    This Agreement may be amended by the Issuing Entity, the Administrator and the Indenture Trustee, without the consent of any of the Noteholders or the Certificateholders, (i) to cure any ambiguity, (ii) to correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other Basic Documents, (iii) to add or supplement any provision in this Agreement for the benefit of the Noteholders or the Certificateholders (provided that if any such addition shall affect any class of Noteholders differently from any other class of Noteholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of Noteholders) or to surrender any right or power herein conferred upon the Administrator, provided that in the case of this clause (iii), the consent of the Certificateholders shall be required, (iv) to evidence and provide for the appointment of a successor Administrator hereunder and to add to or change any of the provisions of this Agreement as shall be necessary to facilitate such succession, (v) to add to the covenants, restrictions or obligations of the Administrator or (vi) to add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the Noteholders or the Certificateholders. Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that such amendment would not cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes.

(b)    This Agreement may also be amended from time to time by the Issuing Entity at the direction of the Majority Certificateholders as of the close of the preceding Distribution Date, the Administrator and the Indenture Trustee, with the consent of the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date and if any Person other than the Depositor holds any Certificates, the consent of the Majority Certificateholders as of the close of the preceding Distribution Date (which consent, whether given pursuant to this Section 13(b) or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future holders of such Note or Certificate and of any Note or Certificate issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note or Certificate) 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 (i) without the consent of the holder of the affected Note or Certificate, increase or reduce the interest rate or principal amount of any Note or change any Distribution Date or the Final Scheduled Distribution Date of any Note or distributions on the Certificates, (ii) reduce the amount of the required Specified Reserve Account Balance without the consent of all of the Noteholders or Certificateholders then outstanding, (iii) adversely affect the rating of any Securities by any of the Rating Agencies without the consent of the holders of two-thirds of the Outstanding Amount of an affected class of Notes or two-thirds of the Voting Interests of affected Certificates, as appropriate, each as of the close of the preceding Distribution Date or

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(iv) reduce the aforesaid percentage required to consent to any such amendment, without the consent of the holders of all Notes and Certificates then outstanding. Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that such amendment would not cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes.

(c)    Prior to the execution of any amendment or consent pursuant to Section 13(a) or Section 13(b), the Indenture Trustee shall furnish written notice of the substance of such amendment to the Rating Agencies.

(d)    Promptly after the execution of any amendment or consent pursuant to Section 13(a) or Section 13(b), the Indenture Trustee shall furnish a copy of such amendment or consent to each of the Interested Parties.

(e)    Notwithstanding Sections 13(a) and (b), the Administrator may not amend this Agreement without the consent of the Depositor, which consent shall not be unreasonably withheld.

(f)    It shall not be necessary for the consent of the Noteholders or Certificateholders pursuant to Section 13(b) to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders or Certificateholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders and Certificateholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe.

(g)    Prior to the execution of any amendment to this Agreement, the Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Section 13. The Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects such trustee’s own rights, duties or immunities under this Agreement or otherwise.

14.    Successors and Assigns. This Agreement may not be assigned by the Administrator unless such assignment is previously consented to in writing by the Issuing Entity and the Owner Trustee and subject to the satisfaction of the Rating Agency Condition in respect thereof. An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as the Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the Administrator without the consent of the Issuing Entity or the Owner Trustee to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the Administrator or that more than 25% of the voting interests of which is owned, directly or indirectly by, General Motors or Ally Financial, provided that such successor organization executes and delivers to the Issuing Entity, the Owner Trustee and the Indenture Trustee an agreement in which such corporation or other organization agrees to be bound hereunder by the terms of such assignment in the same manner as the Administrator is bound hereunder. Subject to the foregoing, this Agreement shall bind any successors or assigns of the parties hereto.

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15.    Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

16.    Headings. The section headings hereof have been inserted for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

17.    Separate Counterparts. This Agreement may be executed by the parties 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.

18.    Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Securities or the rights of the holders thereof.

19.    Not Applicable to Ally Bank in Other Capacities. Nothing in this Agreement shall affect any obligation Ally Bank may have in any other capacity.

20.    Compliance with the FDIC Rule. The Administrator agrees to (i) perform the covenants set forth in Article XII of the Indenture applicable to it and (ii) facilitate compliance with Article XII of the Indenture by the Ally Parties.

21.    Limitation of Liability of Owner Trustee and Indenture Trustee.

(a)    Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust of Delaware, not in its individual capacity but solely as Owner Trustee and in no event shall BNY Mellon Trust of Delaware have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity 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 Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement.

(b)    Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity 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 Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

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22.    Third-Party Beneficiary. The Owner Trustee is a third-party beneficiary to this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto.

*    *    *    *    *

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

ALLY AUTO RECEIVABLES TRUST 2017-3, as Issuing Entity

By: BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee on behalf of the Issuing Entity

By:

Name:

Title:

ALLY BANK, as Administrator

By:

Name:

Title:

DEUTSCHE BANK NATIONAL TRUST COMPANY for

DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Indenture Trustee

By:

Name:

Title:

By:

Name:

Title:

Administration Agreement (AART 2017-3)

EX-99.4

EXHIBIT 99.4

SERVICING AGREEMENT

AMONG

ALLY BANK

ALLY AUTO ASSETS LLC

AND

ALLY AUTO RECEIVABLES TRUST 2017-3

DATED AS OF MAY 24, 2017

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			1
ARTICLE II ADMINISTRATION AND SERVICING OF RECEIVABLES			1
SECTION 2.01	Duties of the Servicer		1
SECTION 2.02	Collection of Receivable Payments		2
SECTION 2.03	Realization Upon Liquidating Receivables		3
SECTION 2.04	Maintenance of Insurance Policies		4
SECTION 2.05	Maintenance of Security Interests in Vehicles		4
SECTION 2.06	Servicer Covenants Regarding Receivables		4
SECTION 2.07	Purchase of Receivables Upon Breach of Covenant		4
SECTION 2.08	Basic Servicing Fee; Payment of Certain Expenses by Servicer		5
SECTION 2.09	Servicer’s Accounting		5
SECTION 2.10	Application of Collections		5
SECTION 2.11	Servicer Enforcement of Seller Obligations to Repurchase Receivables Upon Breach of Warranty		6
ARTICLE III REPRESENTATIONS AND WARRANTIES			6
SECTION 3.01	Representations and Warranties of the Servicer		6
SECTION 3.02	Representations and Warranties of the Depositor		7
SECTION 3.03	Merger and Consolidation of the Depositor		8
ARTICLE IV SERVICER’S COVENANTS; DISTRIBUTIONS; RESERVE ACCOUNT; STATEMENTS TO NOTEHOLDERS AND CERTIFICATEHOLDERS			9
SECTION 4.01	Annual Statement as to Compliance; Notice of Servicer Default		9
SECTION 4.02	Annual Report of Assessment of Compliance with Servicing Criteria		10
SECTION 4.03	Access to Certain Documentation and Information Regarding the Receivables		10
SECTION 4.04	Amendments to Schedule of Receivables		10
SECTION 4.05	Assignment of Administrative Receivables and Warranty Receivables		11
SECTION 4.06	Distributions		11
SECTION 4.07	Reserve Account		14
SECTION 4.08	Net Deposits		15
SECTION 4.09	Statements to Securityholders		15
SECTION 4.10	Compliance with the FDIC Rule		17
ARTICLE V CERTIFICATEHOLDER AND NOTEHOLDER STATEMENTS AND ACCOUNTS; COLLECTIONS, DEPOSITS AND INVESTMENTS			17
SECTION 5.01	Establishment of Accounts		17
SECTION 5.02	Collections		21
SECTION 5.03	Investment Earnings and Supplemental Servicing Fees		21
SECTION 5.04	Additional Deposits		21
ARTICLE VI LIABILITIES OF SERVICER AND OTHERS			21
SECTION 6.01	Liability of Servicer; Indemnities		21
SECTION 6.02	Merger or Consolidation of, or Assumption of the Obligations of the Servicer		23
SECTION 6.03	Limitation on Liability of Servicer and Others		23
SECTION 6.04	Delegation of Duties		24
SECTION 6.05	Servicer Not to Resign		24

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ARTICLE VII DEFAULT		24
SECTION 7.01	Servicer Defaults	24
SECTION 7.02	Consequences of a Servicer Default	25
SECTION 7.03	Indenture Trustee to Act; Appointment of Successor	26
SECTION 7.04	Notification to Noteholders and Certificateholders	26
SECTION 7.05	Waiver of Past Defaults	26
ARTICLE VIII TERMINATION		27
SECTION 8.01	Optional Purchase of All Receivables; Insolvency of the Depositor; Termination of Trust	27
ARTICLE IX CUSTODIAN		29
SECTION 9.01	Custody of Receivable Files	29
ARTICLE X MISCELLANEOUS PROVISIONS		30
SECTION 10.01	Amendment	30
SECTION 10.02	Protection of Title to Trust	32
SECTION 10.03	Survival	33
SECTION 10.04	Notices	33
SECTION 10.05	Governing Law	33
SECTION 10.06	Waivers	34
SECTION 10.07	Headings	34
SECTION 10.08	Counterparts	34
SECTION 10.09	Severability of Provisions	34
SECTION 10.10	Third-Party Beneficiaries	34
SECTION 10.11	Assignment	34
SECTION 10.12	No Petition Covenants	34
SECTION 10.13	Tax Treatment	35
SECTION 10.14	Furnishing Documents	35
SECTION 10.15	Information to Be Provided by the Indenture Trustee	35
SECTION 10.16	Limitation of Liability of Indenture Trustee and Owner Trustee	36
SCHEDULE A	Schedule of Receivables
APPENDIX A	Definitions and Rules of Construction
APPENDIX B	Notice Addresses and Procedures

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THIS SERVICING AGREEMENT, dated as of May 24, 2017, is among ALLY BANK, a Utah chartered bank (“Ally Bank” which, in its capacity as servicer under this Agreement, is referred to as the “Servicer”), ALLY AUTO ASSETS LLC, a Delaware limited liability company (the “Depositor”), and ALLY AUTO RECEIVABLES TRUST 2017-3, a Delaware statutory trust (the “Issuing Entity”).

WHEREAS, Ally Bank, as seller (the “Seller”), has sold a portfolio of automobile and light truck retail instalment sale contracts, direct purchase money loans and related rights to Depositor pursuant to the Pooling Agreement;

WHEREAS, the Issuing Entity acquires its interest in such contracts and related rights and issues the Securities pursuant to the Further Transfer Agreements; and

WHEREAS, the Servicer desires to perform the servicing obligations set forth herein for the benefit of the Depositor, the Issuing Entity and each other Interested Party with respect to such contracts, and the proceeds thereof, as the interests of such parties may appear from time to time for and in consideration of the fees and other benefits set forth in this Agreement.

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

ARTICLE I

DEFINITIONS

Certain capitalized terms used in this Agreement are defined in and shall have the respective meanings assigned to them in Part I of Appendix A to this Agreement. All references herein to “the Agreement” or “this Agreement” are to this Servicing Agreement as it may be amended, supplemented or modified from time to time, and all references herein to Articles and Sections are to Articles or Sections of this Agreement unless otherwise specified. The rules of construction set forth in Part II of such Appendix A shall be applicable to this Agreement.

ARTICLE II

ADMINISTRATION AND SERVICING OF RECEIVABLES

SECTION 2.01    Duties of the Servicer.

(a)    The Servicer is hereby appointed and authorized to act as agent for the Owner of the Receivables and in such capacity shall manage, service, administer and process collections on the Receivables with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to comparable motor vehicle related receivables that it services for itself or others. The Servicer hereby accepts such appointment and authorization and agrees to perform the duties of Servicer with respect to the Receivables set forth herein.

(b)    The Servicer’s duties shall include collection and posting of all payments, responding to inquiries of Obligors, investigating delinquencies, sending billing statements to Obligors, policing the collateral, including remarketing repossessed and returned Financed Vehicles, accounting for collections and furnishing monthly and annual statements to the Owner of any Receivables with respect to distributions, generating federal income tax information and

performing the other duties specified herein. Subject to the provisions of Section 2.02 (including the provisions regarding “Permitted Modifications” set forth therein) and the limitations set forth in Section 2.06(c), the Servicer shall follow its customary standards, policies and procedures in connection with such managing, servicing, administration and collection as set forth herein.

(c)    The Servicer is hereby authorized and empowered by the Owner of the Receivables, pursuant to this Section 2.01, to execute and deliver, on behalf of all Interested Parties, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and the Financed Vehicles (including proceeds). The Servicer is hereby authorized to (i) commence, in its own name or in the name of the Owner of such Receivable a legal proceeding, whether through judicial process or (with respect to repossession of a Financed Vehicle) non-judicial process, (ii) participate in a voluntary or involuntary liquidation proceeding to enforce a Liquidating Receivable or Receivable as contemplated by Section 2.03, (iii) enforce all obligations of the Seller, the Servicer, the Depositor or the Issuing Entity under this Agreement, the Pooling Agreement and the Further Transfer Agreements or (iv) commence or participate in a legal proceeding (including a bankruptcy case) relating to or involving a Receivable or a Liquidating Receivable. If the Servicer commences or participates in such a legal proceeding in its own name, the Servicer is hereby authorized and empowered by the Owner of the Receivables pursuant to this Section 2.01 to obtain possession of the related Financed Vehicle and immediately and without further action on the part of the Owner or the Servicer, the Owner of such Receivable shall thereupon automatically assign in trust such Receivable and the security interest in the related Financed Vehicle to the Servicer for the benefit of the Interested Parties immediately prior to such legal or liquidation proceeding for purposes of commencing or participating in any such proceeding as a party or claimant. Upon such automatic assignment, the Servicer will be, and will have all the rights and duties of, a secured party under the UCC and other applicable law with respect to such Receivable and the related Financed Vehicle. At the Servicer’s request from time to time, the Owner of a Receivable assigned under this Section 2.01 shall provide the Servicer with evidence of the assignment in trust for the benefit of the Interested Parties as may be reasonably necessary for the Servicer to take any of the actions set forth in the following sentence.

(d)    The Servicer is hereby authorized and empowered by the Owner of a Receivable to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. Any Owner of Receivables shall furnish the Servicer with any powers of attorney and other documents and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Except to the extent required by the preceding two sentences, the authority and rights granted to the Servicer in this Section 2.01 shall be nonexclusive and shall not be construed to be in derogation of the retention by the Owner of a Receivable of equivalent authority and rights.

SECTION 2.02    Collection of Receivable Payments.

(a)     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

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shall follow such collection practices, policies and procedures as it follows with respect to comparable motor vehicle related receivables that it services for itself or others in connection therewith (the “Established Collection Procedures”). Subject to the limitations provided in Section 2.06(c) (which limitations shall remain in effect at all times), the Servicer is hereby authorized to grant extensions, rebates, deferrals, alterations, amendments or adjustments on a Receivable (collectively, “Receivable Modifications”) without the prior consent of the Owner of such Receivable provided that such Receivable Modifications are Permitted Modifications (as defined below). The Servicer is not authorized and may not make any Receivable Modifications unless such Receivable Modifications are Permitted Modifications. “Permitted Modifications” mean any Receivable Modifications made pursuant to the Established Collection Procedures with respect to which at least one of the following conditions has been or will be satisfied: (i) the Receivable Modifications, individually and collectively, considering all Receivable Modifications proposed to be made to such Receivable, are ministerial in nature (such as, by way of example, the change of payment dates due from an Obligor to a different day in the month, waiver of any prepayment charge or late payment charge, or waiver of other fees that may be collected in the ordinary course of servicing the Receivable); (ii) the Servicer, in response to a request made by an Obligor and pursuant to the Established Collection Procedures, provides for extensions or deferrals of payments with respect to the related Receivable to the extent that the following conditions all apply: (a) such extensions or deferrals will not exceed 90 days in the aggregate during any 12-month period; (b) such extensions or deferrals will not exceed 180 days in the aggregate during the life of such Receivable; and (c) the Servicer believes that such extensions or deferrals are appropriate or necessary to preserve the value of such Receivable and to prevent the Receivable from going into default (or where such Receivable is already in default, to prevent the Receivable from becoming further impaired); (iii) the Servicer provides for extensions or deferrals of payment with respect to a Receivable which is in default and which the Servicer believes are appropriate or necessary to preserve the value of such Receivable and to prevent such Receivable from becoming further impaired; or (iv) the Servicer has delivered an opinion to the Issuing Entity to the effect that such Receivable Modifications will not cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes.

(b)    Within two (2) Business Days after the Closing Date, the Servicer shall cause to be deposited into the Collection Account the collections on the Receivables described in Section 4.07 of the Pooling Agreement; provided, however, that so long as the Monthly Remittance Conditions are satisfied, such collections need not be deposited until the Distribution Date immediately following the Closing Date.

SECTION 2.03    Realization Upon Liquidating Receivables. The Servicer shall use reasonable efforts, consistent with its customary practices, policies and procedures, to repossess or otherwise comparably convert the ownership or gain control of any Financed Vehicle that it has reasonably determined should be repossessed or otherwise converted following a default under the Receivable secured by the Financed Vehicle. The Servicer is authorized to follow such customary practices, policies and procedures as it follows with respect to comparable motor vehicle related receivables that it services for itself or others, which customary practices, policies and procedures may include reasonable efforts to realize upon any recourse to Dealers, selling the related Financed Vehicle at public or private sale and the taking of other actions by the Servicer in order to realize upon such a Receivable. The Servicer is hereby authorized to exercise its discretion consistent with its customary practices, policies and

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procedures and the terms of the Basic Documents, in servicing Liquidating Receivables so as to maximize the net collections of those Liquidating Receivables, including the discretion to choose to sell or not to sell any of the Liquidating Receivables itself on behalf of the Depositor or any other Owner. The Servicer shall not be liable for any such exercise of its discretion made in good faith and in accordance with such servicing procedures. The foregoing is subject to the provision that, in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its discretion that such repair or repossession shall increase the proceeds of liquidation of the related Receivable by an amount greater than the amount of such expenses. The Servicer shall be entitled to receive Liquidation Expenses with respect to each Liquidating Receivable at such time as the Receivable becomes a Liquidating Receivable (or as may otherwise be provided in the Pooling Agreement and the Further Transfer Agreements).

SECTION 2.04    Maintenance of Insurance Policies. The Servicer shall, in accordance with its customary practices, policies and procedures, require that each Obligor shall have obtained physical damage insurance covering the Financed Vehicle as of the execution of the related Receivable. The Servicer shall, in accordance with its customary practices, policies and procedures, track such physical damage insurance with respect to each Receivable.

SECTION 2.05    Maintenance of Security Interests in Vehicles. The Servicer shall, in accordance with its customary practices, policies and procedures and at its own expense, take such steps as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle. The Owner of each Receivable hereby authorizes the Servicer to re-perfect such security interest on behalf of such Owner, as necessary because of the relocation of a Financed Vehicle, or for any other reason.

SECTION 2.06    Servicer Covenants Regarding Receivables. The Servicer covenants that from and after the Closing Date:

(a)    Liens in Force. Except as contemplated in this Agreement, the Pooling Agreement or the Further Transfer Agreements, the Servicer shall not release in whole or in part any Financed Vehicle from the security interest securing the related Receivable;

(b)    No Impairment. The Servicer shall do nothing to impair the rights or security interest of the Depositor or any Interested Party in and to the Purchased Property; and

(c)    No Modifications. Notwithstanding anything to the contrary in this Agreement or otherwise, the Servicer shall not amend or otherwise modify any Receivable such that the Amount Financed, the Annual Percentage Rate, or the number of originally scheduled due dates is altered or such that the last scheduled due date occurs after the Final Scheduled Distribution Date.

SECTION 2.07    Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Seller, the Servicer, the Depositor or any party under the Further Transfer Agreements of a breach of any of the covenants set forth in Sections 2.05 and 2.06, the party discovering such breach shall give prompt written notice thereof to the others. As of the

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last day of the second Monthly Period following its discovering or receiving notice of such breach (or, at the Servicer’s election, the last day of the first Monthly Period following such discovery or notice), the Servicer shall, unless it shall have cured such breach in all material respects, purchase from the Owner thereof any Receivable materially and adversely affected by such breach as determined by such Owner and, on the related Distribution Date, the Servicer shall pay the Administrative Purchase Payment. It is understood and agreed that the obligation of the Servicer to purchase any Receivable with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Servicer for such breach available to the Depositor or any Interested Party.

SECTION 2.08    Basic Servicing Fee; Payment of Certain Expenses by Servicer. The Servicer is entitled to receive the Basic Servicing Fee out of collections in respect of the Receivables and other available funds, as and to the extent set forth herein and in the Further Transfer Agreements. The Servicer shall also be entitled to Investment Earnings as, and to the extent, set forth herein and in the Further Transfer Agreements. Subject to any limitations on the Servicer’s liability under this Agreement or the Further Transfer Agreements, the Servicer shall be required to pay all expenses incurred by it in connection with its activities under this Agreement and the Further Transfer Agreements (including fees and disbursements of the Issuing Entity, any trustees and independent accountants, taxes imposed on the Servicer, expenses incurred in connection with distributions and reports to holders of Securities and all other fees and expenses not expressly stated under this Agreement or the Further Transfer Agreements to be for the account of the holders of Securities).

SECTION 2.09    Servicer’s Accounting. On each Determination Date, the Servicer shall deliver to each of the trustees and other applicable parties under the Further Transfer Agreements and to the Depositor and the Rating Agencies a Servicer’s Accounting with respect to the immediately preceding Monthly Period executed by any Authorized Officer of the Servicer containing all information necessary to each such party for making any distributions required by this Agreement and the Further Transfer Agreements, and all information necessary to each such party for sending any statements required under the Further Transfer Agreements. Receivables to be purchased by the Servicer under Section 2.07 or to be repurchased by the Depositor, the Seller or the Servicer under Pooling Agreement and the Further Transfer Agreements as of the last day of any Monthly Period shall be identified by Receivable number (as set forth in the Schedule of Receivables). With respect to any Receivables for which the Depositor is the Owner, the Servicer shall deliver to the Depositor such accountings relating to such Receivables and the actions of the Servicer with respect thereto as the Depositor may reasonably request.

SECTION 2.10    Application of Collections. For the purposes of this Agreement, no later than each Distribution Date all collections for the related Monthly Period shall be applied by the Servicer as follows:

(a)    With respect to all Simple Interest Receivables (other than Administrative Receivables and Warranty Receivables), payments by or on behalf of the Obligors that are not Supplemental Servicing Fees shall be applied to principal and interest on all such Simple Interest Receivables.

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(b)    With respect to a Simple Interest Receivable that is also an Administrative Receivable or Warranty Receivable, payments by or on behalf of the Obligor shall be applied in the same manner as set forth in Section 2.10(a). A Warranty Payment or an Administrative Purchase Payment, as applicable, shall be applied to principal and interest on such Receivable.

SECTION 2.11    Servicer Enforcement of Seller Obligations to Repurchase Receivables Upon Breach of Warranty. Upon discovery of any breach of any of the representations and warranties in Sections 3.01 or 3.02 of the Pooling Agreement or in Section 2.03 or Section 3.01 of the Trust Sale Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders in any Receivable, the party discovering such breach shall give prompt written notice thereof to the others. As of the last day of the second Monthly Period following its discovery or its receipt of notice of such breach (or, at the Depositor’s election, the last day of the first Monthly Period following such discovery or receipt of notice), unless such breach shall have been cured in all material respects, in the event of a breach of a representation and warranty under Sections 3.01 or 3.02 of the Pooling Agreement, the Servicer shall use reasonable efforts to enforce the obligation of the Seller under Section 4.04 of the Pooling Agreement to repurchase such Receivable from the Issuing Entity on the related Distribution Date. The repurchase price to be paid by the breaching party (the “Warranty Purchaser”) shall be an amount equal to the Warranty Payment calculated as of the last day of the related Monthly Period. It is understood and agreed that the obligation of the Warranty Purchaser to repurchase any Receivable as to which a breach has occurred and is continuing, and the obligation of the Servicer to enforce the Seller’s obligation to repurchase such Receivables pursuant to the Pooling Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor, the Servicer or the Seller for such breach available to the Issuing Entity, the Financial Parties, the Owner Trustee or the Indenture Trustee.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

SECTION 3.01    Representations and Warranties of the Servicer. Upon the execution of this Agreement, the Servicer represents and warrants to the Issuing Entity and the Depositor that as of the Closing Date:

(a)    Organization and Good Standing. The Servicer has been duly formed and is validly existing as a Utah chartered bank, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted;

(b)    Due Qualification. The Servicer is duly qualified to do business as a foreign entity 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) requires or shall require such qualification;

(c)    Power and Authority. The Servicer has the power and authority to execute and deliver this Agreement and to carry out the terms of this Agreement; the Servicer has the power, authority and legal right to service the Receivables as provided herein and the Servicer’s execution, delivery and performance of this Agreement have been duly authorized by the Servicer by all necessary corporate action;

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(d)    Binding Obligation. This Agreement, when duly executed and delivered, shall constitute the legal, valid and binding obligations of the Servicer enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law;

(e)    No Violation. The consummation by the Servicer of the transactions contemplated by this Agreement, and the fulfillment by the Servicer 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 incorporation or bylaws (or similar organizational documents) of the Servicer, or any indenture, agreement, mortgage, deed of trust 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, mortgage, deed of trust or other instrument, other than this Agreement, the Pooling Agreement and the Further Transfer Agreements, 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 any of its properties; and

(f)    No Proceedings. To the Servicer’s knowledge, there are no proceedings or investigations pending, or threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Servicer or its properties (A) asserting the invalidity of this Agreement, the Pooling Agreement, the Further Transfer Agreements or any Securities issued thereunder, (B) seeking to prevent the issuance of such Securities or the consummation of any of the transactions contemplated by the Further Transfer Agreements or (C) seeking any determination or ruling that might materially and adversely affect this Agreement, the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement, the Pooling Agreement or the Further Transfer Agreements.

SECTION 3.02    Representations and Warranties of the Depositor. The Depositor makes the following representations to the Servicer as of the Closing Date:

(a)     Organization and Good Standing. The Depositor has been duly formed and is validly existing as an entity in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire and own the Receivables;

(b)    Due Qualification. The Depositor is duly qualified to do business as a foreign entity 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 requires such qualification;

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(c)    Power and Authority. The Depositor has the power and authority to execute and deliver the Basic Documents to which it is a party and to carry out their respective terms, and the execution, delivery and performance of the Basic Documents to which it is a party have been duly authorized by the Depositor by all necessary limited liability company action;

(d)    Valid Sale; Binding Obligations. This Agreement, when duly executed and delivered, shall constitute legal, valid and binding obligations of the Depositor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law;

(e)    No Violation. The consummation of the transactions contemplated by the Basic Documents to which the Depositor is a party and the fulfillment of the terms of the Basic Documents to which the Depositor is a party 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 certificate of formation or limited liability company agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor 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 the Trust Sale Agreement, or violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; and

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

SECTION 3.03    Merger and Consolidation of the Depositor. Any corporation, limited liability company or other entity (i) into which the Depositor may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Depositor shall be a party, (iii) succeeding to the business of the Depositor or (iv) 25% or more of the voting stock (or, if not a corporation, other voting interests) of which is owned directly or indirectly by General Motors or Ally Financial, which corporation, limited liability company or other entity in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement and the other Basic Documents, shall be the successor to the Depositor under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement.

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ARTICLE IV

SERVICER’S COVENANTS; DISTRIBUTIONS; RESERVE ACCOUNT;

STATEMENTS TO NOTEHOLDERS AND CERTIFICATEHOLDERS

SECTION 4.01    Annual Statement as to Compliance; Notice of Servicer Default.

(a)    The Servicer shall deliver to the Indenture Trustee and the Owner Trustee, on or before March 15 of each year, beginning March 15, 2018 (or, if such day is not a Business Day, the next succeeding Business Day), an officer’s certificate signed by an Authorized Officer of the Servicer, dated as of December 31 of the immediately preceding year, in each instance stating that (i) a review of the activities of the Servicer during the preceding twelve (12) month period (or, with respect to the first such certificate, such period as shall have elapsed from the Closing Date to the date of such certificate) and of its performance under this Agreement has been made under such officer’s supervision and (ii) to the best of such officer’s 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 default in the fulfillment of any such obligation, in any material respect specifying each such default known to such officer and the nature and status thereof.

(b)    A copy of such certificate, once delivered, may be obtained by any Noteholder or any Certificateholder by a request in writing to the Issuing Entity addressed to the Corporate Trust Office of the Indenture Trustee or the Owner Trustee, as applicable. The Servicer shall deliver to the Issuing Entity, on or before March 15 of each year, beginning on March 15, 2018 (or if such day is not a Business Day, the next succeeding Business Day), a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

(c)    The Servicer shall deliver to the Indenture Trustee, the Owner 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, unless cured, would become a Servicer Default under Section 7.01. The Depositor shall deliver to the Indenture Trustee, the Owner Trustee, the Servicer 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, unless cured, would become a Servicer Default under clause (b) of Section 7.01.

(d)    The Administrator shall prepare, and cause the Servicer to execute and deliver all certificates or other documents required to be delivered by the Issuing Entity pursuant to the Sarbanes-Oxley Act of 2002 or the rules and regulations promulgated pursuant thereto.

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SECTION 4.02    Annual Report of Assessment of Compliance with Servicing Criteria.

(a)    The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer, the Depositor or their Affiliates, to deliver to the Issuing Entity, the Indenture Trustee and the Owner Trustee on or before March 15 of each year, beginning March 15, 2018 (or if such day is not a Business Day, the next succeeding Business Day), a report (the “Report of Assessment of Compliance with Servicing Criteria”) delivered to the Board of Directors of the Servicer and to the Indenture Trustee and the Owner Trustee that satisfies the requirements of Rule 13a-18 or Rule 15d-18 under the Exchange Act and Item 1122 of Regulation AB, as applicable, on the assessment of compliance with Servicing Criteria with respect to the prior calendar year. The certificates and reports referred to in Section 4.01(a), Section 4.01(b) and this Section 4.02(a) shall be delivered within 120 days after the end of each calendar year if the Issuing Entity is not required to file periodic reports under the Exchange Act or any other law, beginning April 30, 2019.

(b)    A copy of the Report of Assessment of Compliance with Servicing Criteria received pursuant to Section 4.02(a) shall be delivered by the Servicer to the Indenture Trustee and the Owner Trustee on or before March 15 of each year beginning March 15, 2018 (or, if such day is not a Business Day, the next succeeding Business Day).

(c)    A copy of the Report of Assessment of Compliance with Servicing Criteria, once delivered, may be obtained by any Noteholder or Certificateholder by a request in writing to the Issuing Entity addressed to the Corporate Trust Office of the Indenture Trustee or the Owner Trustee.

SECTION 4.03    Access to Certain Documentation and Information Regarding the Receivables. The Servicer shall provide to the Asset Representations Reviewer, the Indenture Trustee and the Owner Trustee reasonable access to the documentation regarding the Receivables. The Servicer shall provide such access to any Noteholder or Certificateholder only in such cases where a Noteholder or a Certificateholder is required by applicable statutes or regulations to review such documentation. In each case, such access shall be afforded without charge but only upon reasonable request and during normal business hours at offices of the Servicer designated by the Servicer. Nothing in this Section 4.03 shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding Obligors, and the failure of the Servicer to provide access as provided in this Section 4.03 as a result of such obligation shall not constitute a breach of this Section 4.03.

SECTION 4.04    Amendments to Schedule of Receivables. If the Servicer, during a Monthly Period, assigns to a Receivable an account number that differs from the account number previously identifying such Receivable on the Schedule of Receivables, the Servicer shall deliver to the Depositor, the Indenture Trustee and the Owner Trustee on or before the Distribution Date related to such Monthly Period an amendment to the Schedule of Receivables to report the newly assigned account number. Each such amendment shall list all new account numbers assigned to the Receivables during such Monthly Period and shall show by cross reference the prior account numbers identifying such Receivables on the Schedule of Receivables.

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SECTION 4.05    Assignment of Administrative Receivables and Warranty Receivables. Upon receipt of the Administrative Purchase Payment or the Warranty Payment with respect to an Administrative Receivable or a Warranty Receivable, respectively, the Owner Trustee shall assign, without recourse, representation or warranty, to the Servicer or the Warranty Purchaser, respectively, all of the Issuing Entity’s right, title and interest in, to and under, and the Indenture Trustee shall be deemed automatically to have released its security interest in such Administrative Receivable or Warranty Receivable, all monies due thereon, the security interests in the related Financed Vehicle, proceeds from any Insurance Policies, proceeds from recourse against a Dealer on such Receivable and the interests of such Person or the Issuing Entity, as applicable, in rebates of premiums and other amounts relating to the Insurance Policies and any document relating thereto and all other related Purchased Property, such assignment being an assignment outright and not for security; and the Servicer or the Warranty Purchaser, as applicable, shall thereupon own such Receivable, and all such security and documents, free of any further obligations to the Indenture Trustee, the Owner Trustee, the Noteholders or the Certificateholders with respect thereto. If in any Proceeding it is held that the Servicer may not enforce a Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Receivable, the Indenture Trustee or the Owner Trustee, as applicable, shall, at the Servicer’s expense, take such steps as the Servicer deems necessary to enforce the Receivable, including bringing suit in the name of such Person or the names of the Noteholders or the Certificateholders.

SECTION 4.06    Distributions.

(a)     On or before each Determination Date, the Servicer shall calculate the Total Available Amount, the Available Interest, the Available Principal, if any, the Basic Servicing Fee, the Aggregate Noteholders’ Interest Distributable Amount (including the Aggregate Class A Interest Distributable Amount, the Aggregate Class B Interest Distributable Amount, the Aggregate Class C Interest Distributable Amount and the Aggregate Class D Interest Distributable Amount), the Noteholders’ Regular Principal Distributable Amount, the Aggregate Noteholders’ Principal Distributable Amount, the Specified Reserve Account Balance, and all other amounts required to determine the amounts, if any, to be deposited in or paid from each of the Collection Account, the Note Distribution Account and, the Reserve Account, if applicable, on or before the related Distribution Date.

(b)    Based in each case on the information contained in the Servicer’s Accounting delivered on the related Determination Date pursuant to Section 2.09 of this Agreement:

(i)    On or before each Distribution Date, the Indenture Trustee shall transfer from the Collection Account to the Servicer, in immediately available funds, payments of Liquidation Expenses (and any unpaid Liquidation Expenses from prior periods) with respect to Receivables which became Liquidating Receivables during the related Monthly Period pursuant to Section 2.03 of this Agreement.

(ii)    On or before each Distribution Date, the Indenture Trustee shall withdraw from the Reserve Account and deposit in the Collection Account the amount of cash or other immediately available funds on deposit therein.

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(c)    Except as otherwise provided in Section 4.06(d), on each Distribution Date the Indenture Trustee (based on the information contained in the Servicer’s Accounting delivered on the related Determination Date pursuant to Section 2.09) shall make the following distributions from the Collection Account (after the withdrawals, deposits and transfers specified in Section 4.06(b) have been made) in the following order of priority:

(i) first, to the Servicer, to the extent of the Total Available Amount, the Basic Servicing Fee;

(ii) second, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clause (i) above), to the Asset Representations Reviewer, the fees, expenses and indemnities due and owing under the Asset Representations Review Agreement, and to the Indenture Trustee and the Vote Tabulation Agent, if any, any fees, costs and indemnities with respect to an Asset Representations Review, each to the extent not previously paid in full, up to a maximum of $275,000 per year;

(iii) third, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) and (ii) above), to the Note Distribution Account for the payment of interest on the Class A Notes, the Aggregate Class A Interest Distributable Amount;

(iv) fourth, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (iii) above), to the Note Distribution Account for the payment of principal on the Notes in the priority specified in the Indenture, the First Priority Principal Distributable Amount;

(v) fifth, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (iv) above), to the Note Distribution Account for the payment of interest on the Class B Notes, the Aggregate Class B Interest Distributable Amount;

(vi) sixth, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (v) above), to the Note Distribution Account for the payment of principal on the Notes in the priority specified in the Indenture, the Second Priority Principal Distributable Amount;

(vii) seventh, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (vi) above), to the Note Distribution Account for the payment of interest on the Class C Notes, the Aggregate Class C Interest Distributable Amount;

(viii) eighth, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (vii) above), to the Note Distribution Account for the payment of principal on the Notes in the priority specified in the Indenture, the Third Priority Principal Distributable Amount;

(ix) ninth, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (viii) above), to the Note Distribution Account for the payment of interest on the Class D Notes, the Aggregate Class D Interest Distributable Amount;

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(x) tenth, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (ix) above), to the Note Distribution Account for the payment of principal on the Notes in the priority specified in the Indenture, the Fourth Priority Principal Distributable Amount;

(xi) eleventh, to the Reserve Account, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (x) above), the amount required to bring the amount on deposit therein up to the Specified Reserve Account Balance;

(xii) twelfth, to the Note Distribution Account for payment to the Noteholders of principal on the Notes in the priority specified in the Indenture, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (xi) above), an amount equal to the Noteholders’ Regular Principal Distributable Amount;

(xiii) thirteenth, to the Indenture Trustee, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (xii) above), any costs of the Indenture Trustee incurred pursuant to Section 7.03 associated with a resignation of the Servicer and the appointment of a successor Servicer;

(xiv) fourteenth, to the Indenture Trustee, the Owner Trustee, the Administrator and the Asset Representations Reviewer, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (xiii) above), any amounts due and owing to the Indenture Trustee, the Owner Trustee, the Administrator or the Asset Representations Reviewer incurred pursuant to the Indenture, the Trust Agreement, this Servicing Agreement, the Administration Agreement or the Asset Representations Review Agreement, respectively, not otherwise previously paid; and

(xv) fifteenth, to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis), any portion of the Total Available Amount remaining after the distributions described in clauses (i) through (xiv) above.

(d)    Notwithstanding the foregoing, at any time that the Notes have not been paid in full and the principal balance of the Notes has been declared immediately due and payable following the occurrence of an Event of Default under Sections 5.1(a), 5.1(b), 5.1(c), 5.1(d), 5.1(e) or 5.1(f) of the Indenture, then (unless Section 4.06(e) of this Agreement is applicable) until such time as the Notes have been paid in full and the Indenture has been discharged or the foregoing Events of Default have been cured or waived as provided in Section 5.2(b) of the Indenture, the order in which the amounts allocated to the Note Distribution Account pursuant to clauses (iii) through (x) of Section 4.06(c) of this Agreement will be used to make payments to Noteholders shall be in the order specified in Section 2.7(c) of the Indenture.

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(e)    Damages. Notwithstanding the foregoing, in the event that the Seller becomes the subject of an insolvency proceeding and the FDIC as receiver or conservator for the Seller pays damages as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, then the actions and distributions described in Section 12.5 of the Indenture shall be effected.

SECTION 4.07    Reserve Account.

(a)     There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 2017-3 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.

(b)    If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.

(c)    [Reserved].

(d)    Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:

(i)    promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and

(ii)    make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or

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consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.

SECTION 4.08    Net Deposits. At any time that (i) Ally Bank shall be the Servicer and (ii) the Servicer shall be permitted by Section 5.02 to remit collections on a basis other than a daily basis, the Servicer, the Depositor, the Indenture Trustee and the Owner Trustee may make any remittances pursuant to this Article IV net of amounts to be distributed by the applicable recipient to such remitting party. Nonetheless, each such party shall account for all of the above described remittances and distributions as if the amounts were deposited or transferred separately.

SECTION 4.09    Statements to Securityholders.

(a)    On each Distribution Date, the Owner Trustee shall (except as otherwise provided in the Trust Agreement) deliver to each Certificateholder, and the Indenture Trustee shall include with each distribution to each Noteholder, a statement (which statement shall also be provided by the Servicer to the Rating Agencies) prepared by the Servicer based on information in the Servicer’s Accounting furnished pursuant to Section 2.09. Each such statement to be delivered to Certificateholders and Noteholders, respectively, shall comply with Regulation AB and set forth the following information concerning the Certificates or the Notes, as appropriate, with respect to such Distribution Date or the preceding Monthly Period:

(i)    the amount of such distribution allocable to principal of each class of the Notes;

(ii)    the amount of the distribution, if any, allocable to interest on or with respect to each class of Notes;

(iii)    [Reserved];

(iv)    the Aggregate Receivables Principal Balance as of the close of business on the last day of such Monthly Period, the Aggregate Receivables Principal Balance as of the close of business on the last day of the second Monthly Period preceding such Distribution Date (or, for the first Distribution Date, the Initial Aggregate Receivables Principal Balance) and the Principal Distributable Amount for such Distribution Date;

(v)    the Note Principal Balance for each class of Notes and the Aggregate Note Principal Balance, and the Note Pool Factor for each class of Notes, each as of such Distribution Date after giving effect to all payments described under clause (i) above;

(vi)    the amount of the Class A Interest Carryover Shortfall, the Class B Interest Carryover Shortfall, the Class C Interest Carryover Shortfall and the Class D Interest Carryover Shortfall, if any, and the change in each of such amounts from the preceding Distribution Date;

(vii)    the amount of such distribution allocable to the Certificateholders;

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(viii)    any amounts paid to the Indenture Trustee, the Owner Trustee, the Asset Representations Reviewer or the Administrator incurred pursuant to the Indenture, the Trust Agreement, this Servicing Agreement, the Asset Representations Review Agreement or the Administration Agreement, respectively, paid pursuant to Section 4.06(c);

(ix)    the amount of the Basic Servicing Fee paid to the Servicer with respect to the related Monthly Period;

(x)    the amount, if any, and purpose of any other fees or expenses accrued or paid;

(xi)    the amount, if any, distributed to Noteholders from amounts on deposit in the Reserve Account;

(xii)    the amount, if any, of excess cash distributed from the Reserve Account to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis);

(xiii)    the balance of the Reserve Account on such Distribution Date (after giving effect to changes therein on such Distribution Date);

(xiv)    [Reserved];

(xv)    cash flows received during the related Monthly Period and their sources;

(xvi)    the number and dollar amount of Receivables at the beginning and end of the applicable Monthly Period, and updated pool composition information as of the end of the Monthly Period, such as weighted average coupon, weighted average life, weighted average remaining term, and prepayments;

(xvii)    delinquency and loss information for the period and any material changes in determining or defining delinquencies, charge-offs and uncollectible accounts;

(xviii)    the amount of receivables with respect to which material breaches of pool asset representations or warranties or transaction covenants have occurred;

(xix)    any material modifications, extensions or waivers relating to the terms of or fees, penalties or payments on, pool assets during the distribution period or that, cumulatively, have become material over time;

(xx)    the outstanding notional amount of the Certificates to the extent the Certificates are held by Persons other than Ally Bank or its Affiliates;

(xxi)    whether a Delinquency Trigger has been met or exceeded;

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(xxii)    the name and contact information of a Verified Note Owner or a Noteholder that has informed the Indenture Trustee or the Servicer of its desire to communicate with other Noteholders regarding the exercise of rights pursuant to the Basic Documents;

(xxiii)    a summary of the findings and conclusions of any Asset Representations Review conducted by the Asset Representations Reviewer;

(xxiv)    the commencement of an Arbitration and instructions for other Noteholders to participate in such Arbitration pursuant to Section 2.04(c)(iv) of the Trust Sale Agreement;

(xxv)    any voting instructions and procedures pursuant to Section 5.17(b) of the Indenture;

(xxvi)    information with respect to any change in the Asset Representations Reviewer as required by Item 1121(d)(2) of Regulation AB;

(xxvii)    any asset level information as required by Item 1111(h) and Item 1125 of Regulation AB; and

(xxviii)    the nature and amount of any material change in the Seller’s or an Affiliate’s interest in the Notes or Certificates from the purchase, sale or other disposition of such Notes or Certificates.

Each amount set forth pursuant to clauses (i), (ii), (vi), (xi), (xii), and (xiii) above shall be expressed as a dollar amount per $1,000 of initial principal amount of the Notes.

(b)    Within the prescribed period of time for tax reporting purposes after the end of each calendar year during the term of this Agreement, the Indenture Trustee and the Owner Trustee shall mail, to each Person who at any time during such calendar year shall have been a holder of Notes or Certificates, respectively, and received any payments thereon, a statement containing such information as may be required by the Code and applicable Treasury Regulations to enable such securityholder to prepare its federal income tax returns.

SECTION 4.10    Compliance with the FDIC Rule. The Servicer agrees to (i) perform the covenants set forth in Article XII of the Indenture applicable to it and (ii) facilitate compliance with Article XII of the Indenture by the Ally Parties.

ARTICLE V

CERTIFICATEHOLDER AND NOTEHOLDER STATEMENTS AND ACCOUNTS;

COLLECTIONS, DEPOSITS AND INVESTMENTS

SECTION 5.01    Establishment of Accounts.

(a)    

(i)    The Servicer, for the benefit of the Financial Parties, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account known as the

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Ally Auto Receivables Trust 2017-3 Collection Account (the “Collection Account”), bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Financial Parties.

(ii)    The Servicer, for the benefit of the Noteholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account known as the Ally Auto Receivables Trust 2017-3 Note Distribution Account (the “Note Distribution Account”), bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders.

(b)    

(i)    Each of the Designated Accounts shall be initially established with the Indenture Trustee as the Account Holder. Funds deposited in each of the Designated Accounts (including amounts, if any, which the Servicer is required to remit daily to the Collection Account pursuant to Section 5.02) shall be invested in the Investment Fund. Such investments shall, in each case, mature or, if such Eligible Investment does not mature, be liquidated as set forth in the definition of “Eligible Investments”; provided that neither the Servicer nor the Indenture Trustee shall have the power or right to change or alter the particular Eligible Investments identified in the definition of “Investment Fund” with respect to which such funds are invested; and provided further that the Servicer shall provide written notice to the Indenture Trustee, promptly upon any investment in each of the Designated Accounts ceasing to be an Eligible Investment, and such notification shall include an instruction to the Indenture Trustee to withdraw the funds from the ineligible investment and to deposit such funds into the applicable Eligible Investment set forth in the definition of “Investment Fund.” The Servicer shall have no power or right whatsoever to change or alter any of the initial specifications set forth in the definition of “Investment Fund”; provided that if the short-term debt obligations of such Account Holder cease to have the Required Deposit Rating (except that any Designated Account shall be maintained with an Account Holder even if the short-term debt obligations of such Account Holder do not have the Required Deposit Rating, if such Account Holder maintains such Designated Account in its corporate trust department) (such occurrence, a “Ratings Status Event”), (i) the Servicer shall provide written notice within thirty (30) days of knowledge of such Rating Status Event to the Indenture Trustee or other Account Holder and the Rating Agencies and shall include the proposed Account Holder information in such notice; (ii) the Servicer shall open any necessary accounts at such proposed Account Holder within sixty (60) days of knowledge of such Ratings Status Event; and (iii) the Servicer shall provide written notice to the Indenture Trustee or other Account Holder instructing the Account Holder to transfer the Designated Accounts to another Account Holder that is an Eligible Institution; and provided further that should the Account Holder inform the Servicer or Indenture Trustee that no further investments may be made with respect to a specific Eligible Investment, then any additional funds shall be invested by that same Account Holder in an Eligible Investment in accordance with the definition of “Investment Fund.” Investments in Eligible Investments shall be made in the name of the Indenture Trustee or its nominee, and such investments shall not be sold or disposed of prior to their maturity, notwithstanding anything to the contrary provided in this Agreement. Investment Earnings on funds deposited in the Designated Accounts shall be payable to the Servicer. Each Account Holder holding a Designated Account as provided in this Section 5.01(b)(i), shall be a “Securities Intermediary.” If a Securities Intermediary shall be a

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Person other than the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5.01 and an Opinion of Counsel that such Person can perform such obligations.

(ii)    With respect to the Designated Account Property, the Account Holder agrees, by its acceptance hereof, that:

(A)    Any Designated Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts. The Designated Accounts are accounts to which Financial Assets will be credited.

(B)    All securities or other property underlying any Financial Assets credited to the Designated Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Designated Accounts be registered in the name of the Issuing Entity, the Servicer or the Depositor, payable to the order of the Issuing Entity, the Servicer or the Depositor or specially indorsed to the Issuing Entity, the Servicer or the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank.

(C)    All property delivered to the Securities Intermediary pursuant to this Agreement will be credited upon receipt of such property to the appropriate Designated Account.

(D)    Each item of property (whether investments, investment property, Financial Assets, securities, instruments or cash) credited to a Designated Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC.

(E)    If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Designated Accounts, the Securities Intermediary shall comply with such order without further consent by the Issuing Entity, the Servicer, the Depositor or any other Person.

(F)    The Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Designated Accounts (as well as the Security Entitlements related thereto) shall be governed by the laws of the State of New York.

(G)    The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to the Designated Accounts or any Financial Assets or other property credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Issuing Entity, the Depositor, the Servicer, the Account Holder or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(b)(ii)(E) hereof.

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(H)    Except for the claims and interest of the Indenture Trustee in the Designated Accounts, the Securities Intermediary has no actual knowledge of claims to, or interests in, the Designated Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Designated Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer and the Issuing Entity thereof.

(I)    The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Designated Accounts and any Designated Account Property simultaneously to each of the Servicer and the Indenture Trustee, at the addresses set forth in Appendix B to this Agreement.

(J)    The Account Holder shall maintain each item of Designated Account Property in the particular Designated Account to which such item originated and shall not commingle items from different Designated Accounts.

(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 Designated Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture.

(iv)    The Indenture Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Designated Accounts and in all proceeds thereof (except Investment Earnings). Except as otherwise provided herein or in the Indenture, the Designated Accounts shall be under the exclusive dominion and control of the Indenture Trustee for the benefit of the Securityholders and the Indenture Trustee shall have sole signature power and authority with respect thereto.

(v)    The Servicer shall not direct the Account Holder to make any investment of any funds or to sell any investment held in any of the Designated Accounts unless the security interest granted and perfected in such account shall continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Account Holder to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect.

(c)     Notwithstanding anything to the contrary in this Agreement, neither the Servicer nor any agent of the Servicer shall be authorized or empowered to acquire any other investments or engage in activities other than specifically provided herein, and, in particular, neither the Servicer nor any agent of the Servicer shall be authorized or empowered to do anything that would cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes.

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(d)    The Indenture Trustee, the Owner Trustee, the Securities Intermediary, the Account Holder and each other Eligible Institution with whom a Designated Account is maintained waives any right of set-off, counterclaim, security interest or bankers’ lien to which it might otherwise be entitled.

SECTION 5.02    Collections. If a Monthly Remittance Condition is not satisfied, commencing with the first day of the first Monthly Period that begins at least two (2) Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied, the Servicer shall remit to the Collection Account all payments by or on behalf of the Obligors on the Receivables and all Liquidation Proceeds within two (2) Business Days after receipt thereof. Notwithstanding the foregoing, if a Monthly Remittance Condition is unsatisfied, the Servicer may utilize an alternative remittance schedule (which may include a remittance schedule utilized by the Servicer at a time when the Monthly Remittance Conditions were satisfied), if the Servicer provides to the Indenture Trustee written confirmation from the Rating Agencies that such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the ratings then assigned to the Notes or the Certificates. At all times when all Monthly Remittance Conditions are satisfied, the Servicer shall remit collections received during a Monthly Period to the Collection Account in immediately available funds on or before the related Distribution Date.

SECTION 5.03    Investment Earnings and Supplemental Servicing Fees. The Servicer shall be entitled to receive all Investment Earnings and Supplemental Servicing Fees when and as paid without any obligation to the Owner Trustee, the Indenture Trustee or the Depositor in respect thereof. The Servicer will have no obligation to deposit any such amount in any account established hereunder. To the extent that any such amount shall be held in any account held by the Indenture Trustee or the Owner Trustee, or otherwise established hereunder, such amount will be withdrawn therefrom and paid to the Servicer upon presentation of a certificate signed by a Responsible Officer of the Servicer setting forth, in reasonable detail, the amount of such Investment Earnings or Supplemental Servicing Fees.

SECTION 5.04    Additional Deposits. The Servicer and the Depositor shall deposit in the Collection Account the aggregate Administrative Purchase Payments and Warranty Payments with respect to Administrative Receivables and Warranty Receivables, respectively. All such deposits with respect to a Monthly Period shall be made in immediately available funds on or before the Distribution Date related to such Monthly Period.

ARTICLE VI

LIABILITIES OF SERVICER AND OTHERS

SECTION 6.01    Liability of Servicer; Indemnities.

(a)    The Servicer shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following:

(i)    The Servicer shall defend, indemnify and hold harmless the Indenture Trustee, the Owner Trustee, the Issuing Entity, the Noteholders and the

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Certificateholders 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 any Financed Vehicle;

(ii)    The Servicer shall indemnify, defend and hold harmless the Indenture Trustee, the Owner Trustee and the Issuing Entity from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated in this Agreement, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes and the Certificates, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Notes or the Certificates, or any fees or other compensation payable to any such Person) and costs and expenses in defending against the same;

(iii)    The Servicer shall indemnify, defend and hold harmless the Indenture Trustee, the Owner Trustee, the Issuing Entity, the Noteholders and the Certificateholders 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 the Indenture Trustee, the Owner Trustee, the Issuing Entity, the Noteholders or the Certificateholders through the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or any other Basic Document or by reason of reckless disregard of its obligations and duties under this Agreement or any other Basic Document; and

(iv)    The Servicer shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee, and their respective agents and servants, from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with (x) in the case of the Owner Trustee, the Indenture Trustee’s performance of its duties under the Indenture or any other Basic Document, (y) in the case of the Indenture Trustee, the Owner Trustee’s performance of its duties under the Trust Agreement or (z) the acceptance, administration or performance by, or action or inaction of, the Indenture Trustee or the Owner Trustee, as applicable, of the trusts and duties contained in this Agreement, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Trust Estate, and the Trust Agreement (in case of the Owner Trustee), including the administration of the Owner Trust Estate, except in each case to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Person indemnified, (B) to the extent otherwise payable to the Indenture Trustee, arises from the Indenture Trustee’s breach of any of its representations or warranties in Section 6.13 of the Indenture, (C) to the extent otherwise payable to the Owner Trustee, arises from the Owner Trustee’s breach of any of its representations or warranties set forth in Section 6.6 of the Trust Agreement or (D) to the extent otherwise payable to the Indenture Trustee, arises out of or be incurred in connection with the performance by the Indenture Trustee of the duties of successor Servicer hereunder.

(b)    Indemnification under this Section 6.01 shall include reasonable fees and expenses of external counsel and expenses of litigation. If the Servicer has made any indemnity payments pursuant to this Section 6.01 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Servicer, without interest.

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SECTION 6.02    Merger or Consolidation of, or Assumption of the Obligations of the Servicer. Any corporation, limited liability company or other entity (a) into which the Servicer may be merged or consolidated, (b) resulting from any merger, conversion or consolidation to which the Servicer shall be a party, (c) succeeding to the business of the Servicer or (d) 25% or more of the voting stock (or, if not a corporation, other voting interests) of which is owned directly or indirectly by General Motors or Ally Financial and which is otherwise servicing the Depositor’s receivables, which corporation, limited liability company or other entity in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 6.02 to the Rating Agencies.

SECTION 6.03    Limitation on Liability of Servicer and Others.

(a)    Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing Entity, the Noteholders or the Certificateholders, except as specifically provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, officer or employee or agent of the Servicer 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 under this Agreement.

(b)    The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits.

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(c)    Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not 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 may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and the Servicer shall be entitled to be reimbursed therefor.

(d)    The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

SECTION 6.04    Delegation of Duties. So long as Ally Bank acts as Servicer, the Servicer may, at any time without notice or consent, delegate any duties under this Agreement to any corporation or other Person 25% or more of the voting stock (or, if not a corporation, other voting interests) of which is owned, directly or indirectly, by General Motors or Ally Financial. The Servicer may at any time perform specific duties as Servicer through sub-contractors who are in the business of servicing motor vehicle related receivables; provided, however, that no such delegation or sub-contracting shall relieve the Servicer of its responsibility with respect to such duties.

SECTION 6.05    Servicer Not to Resign. Subject to the provisions of Section 7.02, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer except upon determination that the performance of its duties under this Agreement may be, is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Owner Trustee. If, at the time of resignation, a successor Servicer has not accepted appointment as Servicer, the Indenture Trustee shall assume the responsibilities and obligations of the Servicer in accordance with Section 7.02.

ARTICLE VII

DEFAULT

SECTION 7.01    Servicer Defaults. Each of the following shall constitute a “Servicer Default”:

(a)    any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Designated Accounts any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) Business Days after written notice is received by the Servicer from the Indenture Trustee or the Owner Trustee or after discovery of such failure by an officer of the Servicer;

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(b)    failure on the part of the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (other than Section 4.10), the Indenture or the Trust Agreement which failure (i) materially and adversely affects the rights of Noteholders or Certificateholders and (ii) continues unremedied for a period of ninety (90) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee or the Owner Trustee, or to the Servicer and to the Indenture Trustee or the Owner Trustee by Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date or if no Notes are Outstanding, by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution Date;

(c)    the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Servicer, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) consecutive days; or

(d)    the consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations.

Notwithstanding the foregoing, there shall be no Servicer Default where a Servicer Default would otherwise exist under clause (a) above for a period of an additional ten (10) Business Days or under clause (b) for a period of an additional sixty (60) days if the delay or failure giving rise to the Servicer Default was caused by an act of God or other similar occurrence. Upon the occurrence of any of these events, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Depositor and the Securityholders prompt notice of the failure or delay by it, together with a description of its efforts to so perform its obligations.

SECTION 7.02    Consequences of a Servicer Default. If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and

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power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.02. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the 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 Servicer agrees to cooperate with the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, or the Note Distribution Account or thereafter received with respect to the Receivables that shall at that time be held by the Servicer.

SECTION 7.03    Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Moody’s Investors Service, Inc. and S&P Global Ratings, or is otherwise acceptable to Moody’s Investors Service, Inc. and S&P Global Ratings and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

SECTION 7.04    Notification to Noteholders and Certificateholders. Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article VII, the Indenture Trustee shall give prompt written notice thereof to the Noteholders and the Depositor, who promptly shall provide such notice to the Rating Agencies, and the Owner Trustee shall give prompt written notice thereof to the Certificateholders.

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SECTION 7.05    Waiver of Past Defaults. Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if all of the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, the Majority Certificateholders as of the close of the preceding Distribution Date) may, on behalf of all Noteholders and Certificateholders, waive any default by the Servicer in the performance of its obligations hereunder and its consequences, except a default in making any required deposits to or payments from any of the Designated Accounts 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 thereon.

ARTICLE VIII

TERMINATION

SECTION 8.01     Optional Purchase of All Receivables; Insolvency of the Depositor; Termination of Trust.

(a)    (i) The Servicer shall have the option to purchase the assets of the Issuing Entity (other than the Designated Accounts) as of any date (the “Optional Purchase Date”) which is the last day of any Monthly Period as of which the Aggregate Receivables Principal Balance is the Optional Purchase Percentage or less of the Initial Aggregate Receivables Principal Balance. To exercise such option, the Servicer shall (A) furnish to the Issuing Entity and the Indenture Trustee notice of its intention to exercise such option and of the Optional Purchase Date (such notice to be furnished not later than twenty-five (25) days prior to the Distribution Date related to such Optional Purchase Date) and (B) deposit in the Collection Account when required pursuant to clause (ii) below an amount equal to the greater of (a) the remaining unpaid Principal Balance of the Notes, plus accrued and unpaid interest, and any accrued and unpaid Basic Servicing Fee payments, and (b) the unpaid Aggregate Receivables Principal Balance plus accrued and unpaid interest. Collections remitted after the Optional Purchase Date shall be credited against the above purchase price for the Receivables paid on the Distribution Date related to such Optional Purchase Date.

(ii)    The Servicer shall make such deposit set forth in clause (i)(B) above in immediately available funds on the Distribution Date related to the Optional Purchase Date, except that if any Monthly Remittance Condition is not satisfied on the Optional Purchase Date, such deposit shall instead be made on the Optional Purchase Date. Upon the making of such deposit, the Servicer shall succeed to all interests in and to the Issuing Entity (other than the Designated Accounts).

(b)    Upon any sale or other disposition of the assets of the Issuing Entity pursuant to Article V of the Indenture (an “Event of Default Sale”), the Servicer shall instruct the Applicable Trustee to deposit into the Collection Account from the proceeds of such disposition the amount specified in clause SECOND of Section 5.4(b) of the Indenture (the “Event of Default Proceeds”). On the Distribution Date on which the Event of Default Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Servicer shall instruct

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the Applicable Trustee to make the following deposits (after the application on such Distribution Date of the Available Principal and the Available Interest and funds on deposit in the Reserve Account pursuant to Sections 4.06 and 4.07) from the Event of Default Proceeds and any funds remaining on deposit in the Reserve Account (including the proceeds of any sale of investments therein as described in the following sentence) in the following priority:

(i)    first, to the Note Distribution Account, for payment of interest on the Class A Notes, the Aggregate Class A Interest Distributable Amount;

(ii)    second, to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class A Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date) for payment of principal on the Class A Notes, sequentially by class, starting with the Class A-1 Notes, until each class of Class A Notes has been paid in full;

(iii)    third, to the Note Distribution Account, an amount equal to the Aggregate Class B Interest Distributable Amount for payment of interest on the Class B Notes;

(iv)    fourth, to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class B Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date) for payment of principal on the Class B Notes;

(v)    fifth, to the Note Distribution Account, an amount equal to the Aggregate Class C Interest Distributable Amount for payment of interest on the Class C Notes;

(vi)    sixth, to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class C Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date) for payment of principal on the Class C Notes;

(vii)    seventh, to the Note Distribution Account, an amount equal to the Aggregate Class D Interest Distributable Amount for payment of interest on the Class D Notes; and

(viii)    eighth, to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class D Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date) for payment of principal on the Class D Notes.

Subject to Section 5.01(b), any investments on deposit in the Reserve Account which shall not mature on or before such Distribution Date shall be sold by the Indenture Trustee at such time as shall result in the Indenture Trustee receiving the proceeds from such sale not later than such Distribution Date and applied as set forth above. Any Event of

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Default Proceeds remaining after all the deposits and other payments described above have been paid in full shall be paid to the Certificateholder (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis).

(c)    Notice of any dissolution of the Issuing Entity shall be given by the Servicer to the Owner Trustee and the Indenture Trustee as soon as practicable after the Servicer has received notice thereof.

(d)    Following the satisfaction and discharge of the Indenture with respect to the Notes, and the payment in full of the principal and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Owner Trustee shall succeed to the rights of the Indenture Trustee pursuant to this Agreement (subject to the continuing obligations of the Indenture Trustee set forth in Sections 6.03(b) and 7.03 of this Agreement, Section 3.04 of the Trust Sale Agreement and Section 4.4 of the Indenture).

(e)    After indefeasible payment in full to the Indenture Trustee, the Owner Trustee, the Noteholders, the Certificateholders and the Servicer of all amounts required to be paid under this Agreement, the Indenture and the Trust Agreement (including as contemplated by this Section 8.01), (i) any amounts on deposit in the Reserve Account and the Collection Account (after all other distributions required to be made from such accounts have been made and provision for the payment of all liabilities of the Issuing Entity as required by Section 3808 of the Statutory Trust Act) shall be paid to the Certificateholder (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) and (ii) any other assets remaining in the Issuing Entity shall be distributed to the Certificateholder (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis).

ARTICLE IX

CUSTODIAN

SECTION 9.01    Custody of Receivable Files.

(a)    In connection with the sale, transfer and assignment of the Receivables to the Depositor pursuant to the Pooling Agreement and the First Step Receivables Assignment, the Depositor, simultaneously with the execution and delivery of the Pooling Agreement and this Agreement, shall enter into the Custodian Agreement with the Custodian, pursuant to which the Depositor shall revocably appoint the Custodian, and the Custodian shall accept such appointment, to act as the agent of the Depositor as Custodian of the following documents or instruments which shall be constructively delivered to the Depositor with respect to each Receivable:

(i)    the fully executed original (or, with respect to a Receivable that is “electronic chattel paper,” an authoritative copy) of the instalment sale contract or direct purchase money loan, as applicable, for such Receivable;

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(ii)    documents evidencing or related to any Insurance Policy;

(iii)    the original credit application of each Obligor, fully executed by each such Obligor on the Seller’s customary form, or on a form approved by the Seller, for such application;

(iv)    where permitted by law, the original certificate of title (when received) and otherwise such documents, if any, that the Seller keeps on file in accordance with its customary procedures indicating that the Financed Vehicle is owned by the Obligor and subject to the interest of the Seller as first lienholder or secured party; and

(v)    any and all other documents that the Seller keeps on file in accordance with its customary procedures relating to the individual Receivable, Obligor or Financed Vehicle.

(b)    In connection with the sale, transfer and assignment of the Receivables to the Issuing Entity pursuant to the Trust Sale Agreement and the Second Step Receivables Assignment, the Custodian, under the Custodian Agreement, agrees to act as Custodian thereunder for the benefit of the Issuing Entity. The Issuing Entity hereby accepts and agrees to the terms and provisions of the Custodian Agreement and designates Ally Bank as the custodian with respect to the Receivables Files.

ARTICLE X

MISCELLANEOUS PROVISIONS

SECTION 10.01    Amendment.

(a)    This Agreement may be amended by the Depositor, the Servicer and the Issuing Entity, and if such amendment materially and adversely affects the rights of the Indenture Trustee, with the consent of the Indenture Trustee, and, if such amendment materially and adversely affects the rights of the Owner Trustee under this Agreement, with the consent of the Owner Trustee, but without the consent of any of the Financial Parties, (i) to cure any ambiguity, (ii) to correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other Basic Documents, (iii) to add or supplement any credit enhancement for the benefit of the Noteholders of any class or the Certificateholders (provided that if any such addition shall affect any class of Noteholders differently from any other class of Noteholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of Noteholders), provided that in the case of this clause (iii), the consent of the Certificateholders shall be required, (iv) to add to the covenants, restrictions or obligations of the Depositor, the Servicer, the Owner Trustee or the Indenture Trustee or (v) to add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the Financial Parties. Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that such amendment would not cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes.

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(b)    This Agreement may also be amended from time to time by the Depositor, the Servicer and the Issuing Entity, and if such amendment materially and adversely affects the rights of the Indenture Trustee, with the consent of the Indenture Trustee, and, if such amendment materially and adversely affects the rights of the Owner Trustee under this Agreement, with the consent of the Owner Trustee, with the consent of Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date, and if any Person other than the Depositor holds any Certificates, with the consent of the Majority Certificateholders as of the close of the preceding Distribution Date (which consent, whether given pursuant to this Section 10.01 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future holders of such Notes or Certificates and of any Note or Certificate issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon any Note or Certificate) 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 (i) increase or reduce the interest rate or principal amount of any Note or change any Distribution Date or the Final Scheduled Distribution Date of any Note or distributions on the Certificates (without the consent of the holders hereof), (ii) increase or reduce the amount of the required Specified Reserve Account Balance without the consent of all of the Noteholders or Certificateholders then outstanding, (iii) adversely affect the rating of any Securities by any of the Rating Agencies without the consent of the holders of two-thirds of the Outstanding Amount of an affected class of Notes or two-thirds of the Voting Interests of affected Certificates, as appropriate, each as of the close of the preceding Distribution Date or (iv) reduce the aforesaid percentage required to consent to any such amendment, without the consent of the holders of all Notes and Certificates then outstanding. Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that such amendment would not cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes.

(c)    Prior to the execution of any such amendment or consent pursuant to Section 10.01(a) or (b), the Indenture Trustee shall furnish written notification of the substance of such amendment or consent to the Depositor, who promptly shall provide such notice to the Rating Agencies.

(d)    Promptly after the execution of any such amendment or consent pursuant to Section 10.01(a) or (b), the Owner Trustee shall furnish a copy of such amendment or consent to each Interested Party and to the Depositor, who promptly shall provide such copy to each Rating Agency.

(e)    It shall not be necessary for the consent of Noteholders or Certificateholders pursuant to Section 10.01(b) to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders or Certificateholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders and Certificateholders shall be subject to such reasonable requirements as the Indenture Trustee or the Owner Trustee may prescribe, including the establishment of record dates pursuant to paragraph number 7 of the Note Depository Agreement.

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(f)    Prior to the execution of any amendment to this Agreement, the Indenture Trustee and the Owner Trustee shall be entitled to receive and conclusively 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(h). The Indenture Trustee and the Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects such trustee’s own rights, duties or immunities under this Agreement or otherwise.

(g)    The Depositor agrees that it shall not amend or agree to any amendment of the Pooling Agreement or the Trust Sale Agreement unless such amendment would be permissible under the terms of this Section 10.01 as if this Section 10.01 were contained in the Pooling Agreement and the Trust Sale Agreement.

SECTION 10.02     Protection of Title to Trust.

(a)    The Servicer shall authorize or prepare, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or prepared, as applicable, and filed such continuation and other 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 Noteholders, the Certificateholders, the Indenture Trustee and the Issuing Entity under the Trust Sale Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Indenture Trustee and the Owner Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.

(b)    The Servicer shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America.

(c)    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 Collection Account and the Note Distribution Account.

(d)    The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under the Trust Sale Agreement and the Second Step Receivables Assignment, the Servicer’s master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Issuing Entity. Indication of the Issuing Entity’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, substituted or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documents.

(e)    If at any time the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle 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 print-outs (including any restored from back-up archives)

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that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuing Entity unless such Receivable has been paid in full, substituted or repurchased by the Depositor or purchased by the Servicer.

(f)    The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective agents at any time, and the Asset Representations Reviewer after delivery of an Asset Representations Review Notice, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then or previously included in the Owner Trust Estate.

(g)    The Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time, and the Asset Representations Reviewer after delivery of an Asset Representations Review Notice, upon request a list of all Receivables then held as part of the Owner Trust Estate, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 10.04.

(h)    The Servicer shall deliver to the Indenture Trustee and the Owner Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been authorized and filed as necessary to fully preserve and protect the interest of the Indenture Trustee and the Owner 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) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest.

SECTION 10.03    Survival. The representations and warranties and covenants of the Servicer set forth in Sections 2.06 and 3.01, respectively, of this Agreement shall remain in full force and effect and shall survive the Closing Date under Section 2.03 of the Pooling Agreement and the closing under the Further Transfer Agreements.

SECTION 10.04    Notices. All demands, notices and communications upon or to the Seller, the Servicer or the Depositor under this Agreement shall be delivered as specified in Appendix B to this Agreement.

SECTION 10.05    Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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SECTION 10.06    Waivers. No failure or delay on the part of the Servicer in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy.

SECTION 10.07    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 10.08    Counterparts. This Agreement may be executed in two or more counterparts and by different parties on separate counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

SECTION 10.09     Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Securities or the rights of the holders thereof.

SECTION 10.10    Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and, to the extent expressly provided herein, the Noteholders, the Certificateholders, the Indenture Trustee, the Owner Trustee and their respective successors and permitted assigns. Except as otherwise provided in Section 6.01 or in this Article X, no other person shall have any right or obligation hereunder.

SECTION 10.11    Assignment. Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be assigned by the Servicer or the Depositor without the consent of any other Person to a corporation, limited liability company or other entity that is a successor (by merger, consolidation or purchase of assets) to the Servicer or the Depositor (as applicable), or 25% or more of the voting interests of which is owned, directly or indirectly, by General Motors or by Ally Financial, provided that such assignee entity of the Servicer or the Depositor executes an agreement of assumption, as provided in Section 6.02 of this Agreement or Section 3.03(a) of the Trust Sale Agreement, as applicable.

SECTION 10.12    No Petition Covenants. Notwithstanding any prior termination of this Agreement, the Servicer shall not, prior to the date which is one year and one day after the final distribution with respect to the Notes to the Note Distribution Account or, with respect to the Certificates, to the Certificateholders or the Certificate Distribution Account, acquiesce, petition or otherwise invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Depositor or the Issuing Entity 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 Depositor or the Issuing Entity or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor or the Issuing Entity under a federal or State bankruptcy or insolvency proceeding.

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SECTION 10.13     Tax Treatment. The Servicer covenants that for all tax purposes the Servicer shall regard and treat the Notes and the Certificates in a manner consistent with the treatment of the Issuing Entity, for United States federal income tax purposes, as a grantor trust, and the treatment of the Notes, for federal income tax purposes, as indebtedness, as more fully described in the agreements (i) among the Depositor, the Owner Trustee and the Certificateholders in Section 2.11 of the Trust Agreement and (ii) among the Depositor, the Indenture Trustee and the Noteholders in Section 2.14 of the Indenture.

SECTION 10.14     Furnishing Documents. The Indenture Trustee shall furnish to Noteholders, promptly upon receipt of a written request therefor, copies of the Pooling Agreement, the Trust Sale Agreement, the Administration Agreement, the Custodian Agreement, the Trust Agreement, the Indenture and this Agreement.

SECTION 10.15     Information to Be Provided by the Indenture Trustee.

(a)    The Indenture Trustee agrees to cooperate in good faith with any reasonable request by the Depositor for information regarding the Indenture Trustee which is required in order to enable the Depositor to comply with the provisions of Items 1104(e), 1117, 1119, 1121(c) and 1122 of Regulation AB and Rule 15Ga-1 under the Exchange Act as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Agreement and the Indenture; provided that with respect to Rule 15Ga-1, and Items 1104(e) and 1121(c), the Indenture Trustee shall not be deemed a “securitizer” under Regulation AB or under the Exchange Act.

(b)    Except to the extent disclosed by the Indenture Trustee in subsection (c) or (d) below, the Indenture Trustee shall be deemed to have represented to the Depositor on the first day of each Monthly Period with respect to the prior Monthly Period that to the best of its knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Americas or any property of Deutsche Bank Trust Company Americas that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such Certificates.

(c)    The Indenture Trustee shall, as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to any information regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Depositor, in writing, such updated information.

(d)    The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2018 (or, if such day is not a Business Day, the next succeeding Business Day), a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year certifying, on behalf of the Indenture Trustee, that except to the extent otherwise disclosed in writing to Depositor, to the best of his or her knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Americas or any property of Deutsche Bank Trust Company Americas that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such Certificates.

35

(e)    The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2018 (or, if such day is not a Business Day, the next succeeding Business Day) a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year providing to the Depositor such information regarding the Indenture Trustee as is required for the purpose of compliance with Item 1119 of Regulation AB. Such information shall include, at a minimum a description of any affiliation between the Indenture Trustee and any of the following parties to this securitization transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of this securitization transaction:

(i)    the Depositor;

(ii)    Ally Bank, as sponsor;

(iii)    the Issuing Entity;

(iv)    the Servicer;

(v)    the Owner Trustee;

(vi)    the Asset Representations Reviewer; and

(vii)    any other material transaction party.

(f)    In connection with the parties listed in clauses (i) through (vii) above, the Indenture Trustee shall include a description of whether there is, and if so, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from this securitization transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset backed securities issued in this securitization transaction.

(g)    The Indenture Trustee shall provide the Depositor with notification, as soon as practicable and in any event within five Business Days, of (i) all demands communicated to the Indenture Trustee for the repurchase or replacement of any Receivable pursuant to Section 2.04 of the Trust Sale Agreement or Section 2.11 of this Agreement, as applicable and (ii) all requests by Verified Note Owners to communicate with other Noteholders regarding the exercise of remedies pursuant to the Basic Documents.

SECTION 10.16     Limitation of Liability of Indenture Trustee and Owner Trustee.

(a)     Notwithstanding anything contained herein to the contrary, this Agreement has been acknowledged and accepted by Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Indenture Trustee and in no event shall Deutsche Bank

36

Trust Company Americas have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity 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 Issuing Entity. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

(b)    Notwithstanding anything contained herein to the contrary, this Agreement has been executed by BNY Mellon Trust of Delaware not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity and in no event shall BNY Mellon Trust of Delaware in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity 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 Issuing Entity. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement.

*    *    *    *    *

37

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

ALLY BANK
By:
Name:
Title:
ALLY AUTO RECEIVABLES TRUST 2017-3
By:	BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee on behalf of the Issuing Entity
By:
Name:
Title:
ALLY AUTO ASSETS LLC
By:
Name:
Title:

Servicing Agreement (AART 2017-3)

Acknowledged, Accepted, and, with respect to

Sections 4.02(c), 4.05, 4.06, 4.09, 5.01, 6.05, 7.03, 10.01(c), 10.02(g), 10.14 and 10.15, Agreed to by:

DEUTSCHE BANK NATIONAL TRUST COMPANY for

DEUTSCHE BANK TRUST COMPANY AMERICAS,

not in its individual capacity but solely as Indenture Trustee

By:

Name:

Title:

By:

Name:

Title:

Servicing Agreement (AART 2017-3)

SCHEDULE A

SCHEDULE OF RECEIVABLES

The Schedule of Receivables is

on file at the offices of:

1.    The Indenture Trustee

2.    The Owner Trustee

3.    The Servicer

4.    The Seller

5.    The Depositor

Sch. A

APPENDIX A

PART I — DEFINITIONS

All terms defined in this Appendix shall have the defined meanings when used in the Basic Documents, unless otherwise defined therein.

AAA: The American Arbitration Association.

AAA Rules: The AAA’s Commercial Arbitration Rules and Mediation Procedures in effect as of the date of the commencement of the ADR Proceeding.

Account Holder: A bank or trust company, whose short-term unsecured debt obligations have the Required Deposit Rating, that holds one or more of the Designated Accounts.

Act: An Act as specified in Section 11.3(a) of the Indenture.

Administration Agreement: That certain Administration Agreement, dated as of the Closing Date, among Ally Bank, as Administrator, the Issuing Entity and the Indenture Trustee, as amended, supplemented or modified from time to time.

Administrative Purchase Payment: With respect to a Distribution Date and to an Administrative Receivable purchased as of the last day of the related Monthly Period, a payment equal to (i) the Receivables Principal Balance minus that portion of all payments made by or on behalf of the related Obligor on or prior to the last day of the related Monthly Period allocable to principal plus (ii) the product of the amount set forth in clause (i), the greater of the Discount Rate and the Annual Percentage Rate and 30/360.

Administrative Receivable: A Receivable that the Servicer is required to purchase pursuant to Section 2.07 of the Servicing Agreement or which the Servicer has elected to repurchase pursuant to Section 8.01(a) of the Servicing Agreement.

Administrator: Ally Bank or any successor Administrator under the Administration Agreement.

ADR Proceeding: Either an Arbitration or a Mediation.

Affiliate: With respect to any specified Person, any other Person controlling, controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

Agency Office: The office of the Issuing Entity maintained pursuant to Section 3.2 of the Indenture.

App. A-1

Aggregate Amount Financed: The aggregate of the Amount Financed for each Receivable as of any date. As of the Cutoff Date, the Aggregate Amount Financed was $1,057,998,087.93.

Aggregate Class A Interest Distributable Amount: With respect to any Distribution Date, the sum of (i) the aggregate of the Note Class Interest Distributable Amount for each class of the Class A Notes as of such Distribution Date and (ii) the Class A Interest Carryover Shortfall as of the close of the preceding Distribution Date.

Aggregate Class B Interest Distributable Amount: With respect to any Distribution Date, the sum of (i) the Note Class Interest Distributable Amount for the Class B Notes as of such Distribution Date and (ii) the Class B Interest Carryover Shortfall as of the close of the preceding Distribution Date.

Aggregate Class C Interest Distributable Amount: With respect to any Distribution Date, the sum of (i) the Note Class Interest Distributable Amount for the Class C Notes as of such Distribution Date and (ii) the Class C Interest Carryover Shortfall as of the close of the preceding Distribution Date.

Aggregate Class D Interest Distributable Amount: With respect to any Distribution Date, the sum of (i) the Note Class Interest Distributable Amount for the Class D Notes as of such Distribution Date and (ii) the Class D Interest Carryover Shortfall as of the close of the preceding Distribution Date.

Aggregate Note Principal Balance: With respect to the close of a Distribution Date, the sum of the Note Principal Balances for all classes of Notes.

Aggregate Noteholders’ Interest Distributable Amount: With respect to any Distribution Date, the sum of (i) the Aggregate Class A Interest Distributable Amount as of such Distribution Date, (ii) the Aggregate Class B Interest Distributable Amount as of such Distribution Date, (iii) the Aggregate Class C Interest Distributable Amount as of such Distribution Date and (iv) the Aggregate Class D Interest Distributable Amount as of such Distribution Date.

Aggregate Noteholders’ Principal Distributable Amount: With respect to any Distribution Date, the sum of (i) the Noteholders’ Regular Principal Distributable Amount as of such Distribution Date and (ii) the Aggregate Noteholders’ Priority Principal Distributable Amount as of such Distribution Date.

Aggregate Noteholders’ Priority Principal Distributable Amount: With respect to any Distribution Date, the sum of (i) the First Priority Principal Distributable Amount, (ii) the Second Priority Principal Distributable Amount, (iii) the Third Priority Principal Distributable Amount and (iv) the Fourth Priority Principal Distributable Amount, each as of such Distribution Date.

Aggregate Principal Balance of Non-Subvented Receivables: As of any date, the present value as of such date of all scheduled monthly payments on all of the Non-Subvented Receivables (other than Liquidating Receivables) held by the Issuing Entity on such date which have not been applied on or prior to such date (determined after taking into account any Warranty Payments and Administrative Purchase Payments in respect of such Receivables), with each Receivable being discounted from the last day of the calendar month in which payments are to become due to such date at the greater of the Discount Rate and the Annual Percentage Rate.

App. A-2

Aggregate Principal Balance of Subvented Receivables: As of any date, the present value as of such date of all scheduled monthly payments on all of the Subvented Receivables (other than Liquidating Receivables) held by the Issuing Entity on such date which have not been applied on or prior to such date (determined after taking into account any Warranty Payments and Administrative Purchase Payments in respect of such Receivables), with each Receivable being discounted from the last day of the calendar month in which payments are to become due to such date at the greater of the Discount Rate and the Annual Percentage Rate.

Aggregate Receivables Face Amount: As of any date, the sum of the Principal Balances of all outstanding Receivables (other than Liquidating Receivables) held by the Issuing Entity on such date.

Aggregate Receivables Principal Balance: As of any date, the sum of (i) the Aggregate Principal Balance of Subvented Receivables and (ii) the Aggregate Principal Balance of Non-Subvented Receivables, each as of such date.

Ally Auto: Ally Auto Assets LLC, a Delaware limited liability company, and its successors and assigns.

Ally Bank: Ally Bank, a Utah chartered bank, and its successors and assigns.

Ally Financial: Ally Financial Inc., a Delaware corporation, formerly known as GMAC Inc., GMAC LLC and General Motors Acceptance Corporation, and its successors and assigns.

Ally Group Notes: The Notes held by the Depositor or an Affiliate of the Depositor.

Ally Parties: Ally Bank, Ally Auto and the Issuing Entity.

Amount Financed: With respect to a Receivable, the aggregate amount advanced under such Receivable toward the purchase price of the Financed Vehicle, including accessories, insurance premiums, service and warranty contracts and other items customarily financed as part of retail automobile instalment sale contracts and direct purchase money loans and related costs, less:

(i) payments received from the related Obligor prior to the Cutoff Date allocable to principal and

(ii) any amount allocable to the premium for physical damage collateral protection insurance covering the Financed Vehicle required by the Servicer or the Seller.

Annual Percentage Rate: With respect to a Receivable, the annual rate of finance charges stated in such Receivable.

Annual Statement of Compliance: The Officer’s Certificate required to be delivered by the Issuing Entity, pursuant to Section 3.9 of the Indenture or the Officer’s Certificate required to be delivered by the Servicer pursuant to Section 4.01(a) of the Servicing Agreement, as applicable.

App. A-3

Applicable Trustee: So long as the Aggregate Note Principal Balance is greater than zero and the Indenture has not been discharged in accordance with its terms, the Indenture Trustee, and thereafter, the Owner Trustee.

Arbitration: A binding arbitration proceeding with AAA conducted pursuant to the rules set forth in the AAA Rules.

Asset Representations Review: A review by the Asset Representations Reviewer as specified in the Asset Representations Review Agreement of all Delinquent Receivables that have been Delinquent Receivables for 60 days or more as of the last day of the preceding Monthly Period to determine whether such Delinquent Receivables satisfy the representations and warranties set forth in Section 3.01 of the Pooling Agreement as of the Closing Date or such other date as specified in Section 3.01 of the Pooling Agreement.

Asset Representations Review Agreement: The Asset Representations Review Agreement, dated as of the Closing Date, among the Issuing Entity, the Seller and the Asset Representations Reviewer, as amended, supplemented or modified from time to time.

Asset Representations Review Notice: As defined in Section 5.17(d) of the Indenture.

Asset Representations Reviewer: Clayton Fixed Income Services LLC, or any successor asset representations reviewer designated pursuant to the Indenture and the Administration Agreement.

Authorized Officer: (i) With respect to the Issuing Entity, any officer or agent acting under power of attorney of the Owner Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuing Entity and who is identified on the list of Authorized Officers delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter) or the power of attorney and, so long as the Administration Agreement is in effect, any officer of the Administrator who is authorized to act for the Administrator in matters relating to the Issuing Entity and to be acted upon by the Administrator pursuant to the Administration Agreement and who is identified on the list of Authorized Officers delivered by the Administrator to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter) and (ii) with respect to the Servicer, any officer or agent of the Servicer who is authorized to act for the Servicer in matters relating to the Servicer or the Issuing Entity and to be acted upon by the Servicer pursuant to the Servicing Agreement.

Available Interest: With respect to any Distribution Date, the sum of the following amounts with respect to the prior Monthly Period:

(i) that portion of all collections on the Receivables held by the Issuing Entity (other than Liquidating Receivables) allocable to interest;

(ii) Liquidation Proceeds to the extent allocable to interest; and

App. A-4

(iii) the Warranty Payment or the Administrative Purchase Payment for each Receivable that the Depositor repurchased or the Servicer purchased during such Monthly Period to the extent allocable to accrued interest;

except that any of the foregoing amounts, to the extent they constitute amounts representing Liquidation Expenses pursuant to Section 2.03 of the Servicing Agreement, shall be excluded from “Available Interest.”

For purposes of this definition, references to the prior Monthly Period shall mean with respect to the initial Distribution Date, the period from and including the Cutoff Date to the end of the calendar month preceding the initial Distribution Date. All of the preceding allocations called for herein shall be made in accordance with the Servicer’s customary servicing procedures.

Available Principal: With respect to any Distribution Date, the sum of the following amounts with respect to the prior Monthly Period:

(i) that portion of all collections on Receivables held by the Issuing Entity (other than Liquidating Receivables) allocable to principal;

(ii) Liquidation Proceeds to the extent allocable to principal; and

(iii) to the extent allocable to principal, the Warranty Payment or the Administrative Purchase Payment for each Receivable that the Depositor repurchased or the Servicer purchased during such Monthly Period;

except that any of the foregoing amounts, to the extent they constitute amounts representing reimbursement for Liquidation Expenses pursuant to Section 2.03 of the Servicing Agreement, shall be excluded from “Available Principal.”

For purposes of this definition, references to the prior Monthly Period shall mean with respect to the initial Distribution Date, the period from and including the Cutoff Date to the end of the calendar month preceding the initial Distribution Date. All of the preceding allocations called for herein shall be made in accordance with the Servicer’s customary servicing procedures.

Bankruptcy Code: Title 11 of the United States Code, as the same may be amended from time to time.

Basic Documents: The Certificate of Trust, the Trust Agreement, the Pooling Agreement (including the First Step Receivables Assignment), the Trust Sale Agreement (including the Second Step Receivables Assignment), the Servicing Agreement, the Custodian Agreement, the Administration Agreement, the Asset Representations Review Agreement, the Indenture, the Note Depository Agreement, the Notes, the Certificates and the other documents and certificates delivered in connection therewith.

Basic Servicing Fee: With respect to a Distribution Date, the basic fee payable to the Servicer for services rendered during the related Monthly Period, which shall be equal to the sum of (a) one-twelfth (1/12th) of the Basic Servicing Fee Rate multiplied by the Aggregate Receivables Face Amount of all Receivables held by the Issuing Entity as of the first day of such

App. A-5

Monthly Period (or, for the first Distribution Date, the Basic Servicing Fee Rate multiplied by a fraction, the numerator of which is 30 and the denominator of which is 360, multiplied by the Aggregate Receivables Face Amount as of the Closing Date) and (b) any unpaid Basic Servicing Fees from any prior Distribution Date.

Basic Servicing Fee Rate: 1.00% per annum.

Benefit Plan: Any of (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a “plan” subject to Section 4975 of the Code or (iii) any entity whose underlying assets include plan assets by reason of investment by an employee benefit plan or plan in such entity.

Book-Entry Certificates: A beneficial interest in the Certificates, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 3.2 of the Trust Agreement.

Book-Entry Notes: A beneficial interest in the Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.10 of the Indenture.

Business Day: Any day other than a Saturday, a Sunday or any other day on which banks in New York, New York or Detroit, Michigan may, or are required to, remain closed.

Certificate: The Certificates executed by the Issuing Entity and authenticated by the Owner Trustee in substantially the form set forth in Exhibit A to the Trust Agreement.

Certificate Depository: The depository from time to time selected by the Administrator on behalf of the Trust in whose name the Book-Entry Certificates are registered while Book-Entry Certificates are outstanding. Unless otherwise directed by the Administrator, the first Certificate Depository upon the issuance of Book-Entry Certificates shall be Cede & Co., the nominee of the initial Clearing Agency.

Certificate Depository Agreement: The letter, dated as of the date Book-Entry Certificates are issued, by the Issuing Entity to The Depository Trust Company, as the initial Clearing Agency relating to the Book-Entry Certificates, as the same may be amended and supplemented from time to time.

Certificate Distribution Account: The account, if applicable, designated as such, established and maintained pursuant to Section 5.1(a) of the Trust Agreement.

Certificate of Trust: The certificate of trust of the Issuing Entity substantially in the form of Exhibit B to the Trust Agreement filed for the Issuing Entity pursuant to Section 3810(a) of the Statutory Trust Act.

Certificate Owner: The owner of an interest in a Certificate.

Certificate Register: The register of Certificates specified in Section 3.4 of the Trust Agreement.

App. A-6

Certificate Registrar: The registrar at any time of the Certificate Register, appointed pursuant to Section 3.4(a) of the Trust Agreement.

Certificateholder: A Person in whose name a Certificate is registered pursuant to the terms of the Trust Agreement.

Class A Interest Carryover Shortfall: With respect to any Distribution Date, as of the close of business on such Distribution Date, the excess of (i) the Aggregate Class A Interest Distributable Amount for such Distribution Date over (ii) the amount that was actually deposited in the Note Distribution Account on such Distribution Date in respect of interest for the Class A Notes.

Class A Notes: Collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.

Class A-1 Notes: The 1.10000% Asset Backed Notes, Class A-1 in the initial aggregate principal balance of $270,000,000 issued pursuant to the Indenture.

Class A-2 Notes: The 1.53% Asset Backed Notes, Class A-2 in the initial aggregate principal balance of $371,370,000 issued pursuant to the Indenture.

Class A-3 Notes: The 1.74% Asset Backed Notes, Class A-3 in the initial aggregate principal balance of $271,370,000 issued pursuant to the Indenture.

Class A-4 Notes: The 2.01% Asset Backed Notes, Class A-4 in the initial aggregate principal balance of $86,010,000 issued pursuant to the Indenture.

Class B Interest Carryover Shortfall: With respect to any Distribution Date, as of the close of business on such Distribution Date, the excess of (i) the Aggregate Class B Interest Distributable Amount for such Distribution Date over (ii) the amount that was actually deposited in the Note Distribution Account on such Distribution Date in respect of interest for the Class B Notes.

Class B Notes: The 2.24% Asset Backed Notes, Class B in the initial aggregate principal balance of $22,220,000 issued pursuant to the Indenture.

Class C Interest Carryover Shortfall: With respect to any Distribution Date, as of the close of business on such Distribution Date, the excess of (i) the Aggregate Class C Interest Distributable Amount for such Distribution Date over (ii) the amount that was actually deposited in the Note Distribution Account on such Distribution Date in respect of interest for the Class C Notes.

Class C Notes: The 2.37% Asset Backed Notes, Class C in the initial aggregate principal balance of $18,510,000 issued pursuant to the Indenture.

Class D Interest Carryover Shortfall: With respect to any Distribution Date, as of the close of business on such Distribution Date, the excess of (i) the Aggregate Class D Interest Distributable Amount for such Distribution Date over (ii) the amount that was actually deposited in the Note Distribution Account on such Distribution Date in respect of interest for the Class D Notes.

App. A-7

Class D Notes: The 2.91% Asset Backed Notes, Class D in the initial aggregate principal balance of $13,750,000 issued pursuant to the Indenture.

Clearing Agency: An organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act. The initial Clearing Agency shall be The Depository Trust Company.

Clearing Agency Participant: A securities broker, dealer, bank, trust company, clearing corporation or other financial institution or other Person for whom from time to time a Clearing Agency effects book entry transfers and pledges of securities deposited with the Clearing Agency.

Closing Date: May 24, 2017.

Code: The Internal Revenue Code of 1986, as amended from time to time, and the Treasury Regulations promulgated thereunder.

Collateral: The collateral specified in the Granting Clause of the Indenture.

Collection Account: The account designated as such, established and maintained pursuant to Section 5.01(a)(i) of the Servicing Agreement.

Commission: The Securities and Exchange Commission.

Controlling Class: (a) So long as the Class A Notes are outstanding, the Class A Notes, (b) if the Class A Notes are no longer outstanding but the Class B Notes are outstanding, the Class B Notes, (c) if the Class A Notes and the Class B Notes are no longer outstanding but the Class C Notes are outstanding, the Class C Notes, and (d) if the Class A Notes, the Class B Notes and the Class C Notes are no longer outstanding but the Class D Notes are outstanding, the Class D Notes.

Corporate Trust Office: With respect to the Indenture Trustee or the Owner Trustee, the principal office at which at any particular time the corporate trust business of the Indenture Trustee or Owner Trustee, respectively, shall be administered, which offices at the Closing Date are located, in the case of the Indenture Trustee, (i) solely for purposes of transfer, surrender, or exchange of the Notes, Transfer Agency and Static Data, DB Services Americas, Inc., US CTAS Operations, 5022 Gate Parkway, Suite 200, Jacksonville, Florida 32256 USA, and (ii) for all other purposes, 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 execution of this Indenture is located at 100 Plaza One—MS: JCY03-0699, Jersey City, New Jersey 07311, Attention: Ally Auto Receivables Trust 2017-3, Email: as set forth on the attached Schedule 1 and in the case of the Owner Trustee, at BNY Mellon Trust of Delaware, 301 Bellevue Parkway, 3rd Floor, Wilmington, Delaware 19809.

Custodian: Ally Bank, as Custodian, or another custodian named from time to time in the Custodian Agreement.

App. A-8

Custodian Agreement: The Custodian Agreement, dated as of the Closing Date, between the Custodian and the Depositor, as amended, supplemented or modified from time to time.

Cutoff Date: May 1, 2017.

Dealer: The seller of automobiles or light trucks that originated one or more of the Receivables and assigned the respective Receivable, directly or indirectly, to Ally Bank under an existing agreement between such seller and Ally Bank.

Dealer Agreement: An existing agreement between Ally Bank or one of its Affiliates and a Dealer with respect to a Receivable.

Default: Any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.

Definitive Certificates: The Certificates issued in the form of definitive certificates pursuant to Section 3.2(a) or Section 3.12 of the Trust Agreement.

Definitive Notes: The Notes issued in the form of definitive notes pursuant to Section 2.12 of the Indenture.

Delinquency Ratio: With respect to each Monthly Period, an amount equal to the percentage equivalent of a fraction, the numerator of which is equal to the Aggregate Amount Financed of Delinquent Receivables that have been Delinquent Receivables for 61 days or more and the denominator of which is equal to the Aggregate Amount Financed.

Delinquency Trigger: With respect to each Monthly Period set forth below, a “Delinquency Trigger” shall occur in the event the Delinquency Ratio is greater than or equal to the Delinquency Ratio set forth below for such applicable Monthly Period:

Monthly Period	Delinquency Ratio
1 to 12	1.25%
13 to 24	1.60%
25 to 36	1.65%
37 to 48	2.25%
49 and After	2.25%

Delinquent Receivable: A Receivable (i) with respect to which payment of a required payment amount within $25 has not been received by the Servicer by the related payment due date as of the end of the related Monthly Period and (ii) that is not a Liquidating Receivable.

App. A-9

Depositor: The Person executing the Trust Sale Agreement as the Depositor, or its successor in interest pursuant to Section 3.03 of the Trust Sale Agreement.

Designated Account Property: The Designated Accounts, all cash, investments, Financial Assets, securities and investment property held from time to time in any Designated Account (whether in the form of deposit accounts, Physical Property, book-entry securities, Uncertificated Securities or otherwise), including the Reserve Account Deposit, and all proceeds of the foregoing but excluding all Investment Earnings thereon.

Designated Accounts: The Collection Account, the Note Distribution Account and the Reserve Account, collectively.

Determination Date: The tenth day of each calendar month, or if such tenth day is not a Business Day, the next succeeding Business Day.

Discount Rate: 0.00% per annum.

Distribution Date: With respect to a Monthly Period, the 15th day of the next succeeding calendar month or, if such 15th day is not a Business Day, the next succeeding Business Day, commencing June 15, 2017.

Eligible Deposit Account: Either (i) a segregated account with an Eligible Institution or (ii) 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 State (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 have a credit rating from each Rating Agency in one of its generic rating categories which signifies investment grade, provided that with respect to S&P Global Ratings, such rating shall be at least BBB, and with respect to Moody’s Investors Service, Inc., such rating shall be at least Baa3.

Eligible Institution: Either (i) the corporate trust department of the Indenture Trustee or the Owner Trustee, as applicable, or (ii) a depository institution organized under the laws of the United States of America or any State (or any domestic branch of a foreign bank), (A) which has either (1) a long-term unsecured debt rating acceptable to the Rating Agencies or (2) a short-term unsecured debt rating or certificate of deposit rating acceptable to the Rating Agencies and (B) whose deposits are insured by the FDIC.

Eligible Investments: Book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form which evidence:

(i) direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America;

(ii) 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

App. A-10

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; provided that such Person has a credit rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt obligations or certificates of deposit granted thereby) thereof shall have a credit rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt obligations or certificates of deposit granted thereby;

(iii) commercial paper having, at the time of the investment or contractual commitment to invest therein, a rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt obligations or certificates of deposit granted thereby;

(iv) investments in money market or common trust funds having a rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt obligations or certificates of deposit granted thereby (including funds for which the Indenture Trustee or the Owner Trustee or any of their respective affiliates is investment manager or advisor, so long as such fund shall have such rating);

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

(vi) 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) a depository institution or trust company (acting as principal) described in clause (ii) or (B) a depository institution or trust company (x) the deposits of which are insured by FDIC or (y) the counterparty for which has a rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt obligations, the collateral for which is held by a custodial bank for the benefit of the Trust or the Indenture Trustee, is marked to market daily and is maintained in an amount that exceeds the amount of such repurchase obligation, and which is required to be liquidated immediately upon the amount of such collateral being less than the amount of such repurchase obligation (unless the counterparty immediately satisfies the repurchase obligation upon being notified of such shortfall); and

(vii) commercial paper master notes having, at the time of the investment or contractual commitment to invest therein, a rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt obligations;

in each case, maturing, or if such Eligible Investment does not mature, being liquidated (A) not later than the Business Day immediately preceding the next Distribution Date or (B) on

App. A-11

such next Distribution Date if either (x) such investment is issued by the institution with which the Note Distribution Account is then maintained or (y) the Indenture Trustee (so long as the short-term unsecured debt obligations of the Indenture Trustee are rated at least P-1 by Moody’s Investors Service, Inc. and A-1+ by S&P Global Ratings, on the date such investment is made) shall advance funds on such Distribution Date to the Note Distribution Account in the amount payable on such investment on such Distribution Date pending receipt thereof to the extent necessary to make distributions on the Notes on such Distribution Date. If a Rating Agency that is rating the Notes has failed to provide a rating for an investment, then an equivalent required deposit rating may be obtained from another nationally recognized rating agency. For purposes of the foregoing, unless the Indenture Trustee objects at the time an investment is made, the Indenture Trustee shall be deemed to have agreed to make such advance with respect to such investment.

Entitlement Holder: Has the meaning given such term in Section 8-102(a)(7) of the New York UCC.

ERISA: The Employee Retirement Income Security Act of 1974, as amended.

Established Collection Procedures: As defined in Section 2.02(a) of the Servicing Agreement.

Event of Default: An event described in Section 5.1 of the Indenture.

Event of Default Proceeds: As defined in Section 8.01(b) of the Servicing Agreement.

Event of Default Sale: As defined in Section 8.01(b) of the Servicing Agreement.

Exchange Act: The Securities Exchange Act of 1934, as amended.

Executive Officer: With respect to any corporation or limited liability company, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice President, any Vice President, the Secretary or the Treasurer of such entity; and with respect to any partnership, any general partner thereof.

FATCA: Sections 1471 through 1474 of the Code (or any amended or successor version thereof) and any current or future regulations or official interpretations thereof.

FATCA Withholding Tax: Any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to FATCA.

FDIC: Federal Deposit Insurance Corporation or any successor agency.

FDIC Rule: 12 C.F.R. §360.6, as such may be amended from time to time and subject to such clarifications and interpretations as may be provided by the FDIC or by the FDIC’s staff from time to time.

App. A-12

Final Scheduled Distribution Date: With respect to a class of Notes, the Distribution Date in the month and year set forth below opposite such Notes:

Class A-1 Notes:	June 15, 2018;
Class A-2 Notes:	March 16, 2020;
Class A-3 Notes:	September 15, 2021;
Class A-4 Notes:	March 15, 2022;
Class B Notes:	July 15, 2022;
Class C Notes:	October 17, 2022; and
Class D Notes:	January 16, 2024.

Financed Vehicle: A new or used car or light truck, together with all accessories thereto, securing an Obligor’s indebtedness under a Receivable.

Financial Asset: Has the meaning given such term in Article 8 of the New York UCC. As used herein, the Financial Asset “related to” a Security Entitlement is the Financial Asset in which the Entitlement Holder holding such Security Entitlement has the rights and property interest specified in Article 8 of the New York UCC.

Financial Parties: The Noteholders and the Certificateholders.

First Priority Principal Distributable Amount: With respect to any Distribution Date, an amount equal to the excess, if any, of (i) the aggregate outstanding principal balance of the Class A Notes as of the preceding Distribution Date (after giving effect to any principal payments made on the Class A Notes on such preceding Distribution Date) over (ii) the Aggregate Receivables Principal Balance as of the close of business on the last day of the immediately preceding Monthly Period.

First Step Receivables Assignment: As defined in Section 2.02 of the Pooling Agreement.

Fourth Priority Principal Distributable Amount: With respect to any Distribution Date, an amount, not less than zero, equal to the difference between (i) the excess, if any, of (a) the aggregate outstanding principal balance of all the Notes as of the preceding Distribution Date (after giving effect to any principal payments made on the Notes on such preceding Distribution Date) over (b) the Aggregate Receivables Principal Balance as of the close of business on the last day of the immediately preceding Monthly Period, and (ii) the sum of (a) the First Priority Principal Distributable Amount, if any, with respect to such Distribution Date, (b) the Second Priority Principal Distributable Amount, if any, with respect to such Distribution Date, and (c) the Third Priority Principal Distributable Amount, if any, with respect to such Distribution Date.

Further Transfer Agreements: The Second Step Receivables Assignment, the Trust Agreement, the Notes, the Certificates, the Trust Sale Agreement and the Indenture.

General Motors: General Motors Company, a Delaware corporation, and its successors and assigns, or General Motors LLC, a Delaware limited liability company, and its successors and assigns.

App. A-13

Grant: To mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create, and grant a lien upon, a security interest in and right of set-off against, deposit, set over and confirm pursuant to the Indenture. A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the Granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of, the Collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Granting party or otherwise and generally to do and receive anything that the Granting party is or may be entitled to do or receive thereunder or with respect thereto.

Holder: The Person in whose name a Note or Certificate is registered on the Note Register or the Certificate Register, as applicable.

Indenture: The Indenture, dated as of the Closing Date, between the Issuing Entity and the Indenture Trustee, as amended, supplemented or modified from time to time.

Indenture Trustee: Deutsche Bank Trust Company Americas, not in its individual capacity but solely as trustee under the Indenture, or any successor trustee under the Indenture.

Independent: When used with respect to any specified Person, that the Person (i) is in fact independent of the Issuing Entity, any other obligor upon the Notes, the Depositor and any Affiliate of any of the foregoing Persons, (ii) does not have any direct financial interest or any material indirect financial interest in the Issuing Entity, any such other obligor, the Depositor or any Affiliate of any of the foregoing Persons and (iii) is not connected with the Issuing Entity, any such other obligor, the Depositor or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.

Independent Certificate: A certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 of the Indenture, made by an Independent appraiser or other expert appointed by an Issuer Order and approved by the Indenture Trustee in the exercise of reasonable care, and stating that the signer has read the definition of “Independent” in the Indenture and that the signer is Independent within the meaning thereof.

Indirect Participant: A securities broker, dealer, bank, trust company or other Person that clears through or maintains a custodial relationship with a Clearing Agency Participant, either directly or indirectly.

Initial Aggregate Receivables Principal Balance: As of the Cutoff Date, the sum of (i) the Aggregate Principal Balance of Subvented Receivables and (ii) the Aggregate Principal Balance of Non-Subvented Receivables, equal to $1,057,998,087.93.

Insurance Policy: With respect to a Receivable, an insurance policy covering (i) physical damage, theft, mechanical breakdown or similar event with respect to the related Financed Vehicle or (ii) credit life or credit disability with respect to the related Obligor.

App. A-14

Intercompany Advance Agreement: The Intercompany Advance Agreement, dated as of September 11, 2009, between Ally Bank and Ally Auto, as amended, supplemented or modified from time to time.

Interest Rate: With respect to each class of Notes, the per annum rate set forth below:

Class A-1 Notes:	1.10000%;
Class A-2 Notes:	1.53%;
Class A-3 Notes:	1.74%;
Class A-4 Notes:	2.01%;
Class B Notes:	2.24%;
Class C Notes:	2.37%; and
Class D Notes:	2.91%.

Interested Parties: The Issuing Entity and each other party identified or described in the Pooling Agreement or the Further Transfer Agreements as having an interest as owner, trustee, secured party or holder of Securities.

Investment Company Act: The Investment Company Act of 1940, as the same may be amended from time to time.

Investment Earnings: Investment earnings on funds deposited in the Designated Accounts, net of losses and investment expenses.

Investment Fund: First, Deutsche Bank Treasury Portfolio Institutional Shares Fund #43 for so long as Deutsche Bank Treasury Portfolio Institutional Shares Fund #43 is an Eligible Investment. If Deutsche Bank Treasury Portfolio Institutional Shares Fund #43 ceases to be an Eligible Investment, the funds deposited in each of the Designated Accounts shall second be held in Deutsche Bank Cash Reserves Institutional Fund #500 for so long as Deutsche Bank Cash Reserves Institutional Fund #500 is an Eligible Investment. If Deutsche Bank Cash Reserves Institutional Fund #500 ceases to be an Eligible Investment, the funds deposited in each of the Designated Accounts shall third be held in Morgan Stanley Treasury Securities Portfolio Institutional Shares Fund #8315 for so long as Morgan Stanley Treasury Securities Portfolio Institutional Shares Fund #8315 is an Eligible Investment. If Morgan Stanley Treasury Securities Portfolio Institutional Shares Fund #8315 ceases to be an Eligible Investment, the funds deposited in each of the Designated Accounts shall be invested at the written direction of the Servicer in a money market mutual fund that is an Eligible Investment and has a principal investment strategy and an investment objective that are each substantially identical to Deutsche Bank Treasury Portfolio Institutional Shares Fund #43.

Issuing Entity: The party named as such in the Trust Sale Agreement and in the Indenture until a successor replaces it and, thereafter, means the successor.

Issuing Entity Order: A written order signed in the name of the Issuing Entity by any one of its Authorized Officers and delivered to the Indenture Trustee.

Issuing Entity Request: A written request signed in the name of the Issuing Entity by any one of its Authorized Officers and delivered to the Indenture Trustee.

App. A-15

Lien: Any security interest, lien, charge, pledge, equity, encumbrance or adverse claim of any kind other than tax liens, mechanics’ liens and any liens that attach by operation of law.

Liquidating Receivable: A Receivable as to which the Servicer (A)(i) has reasonably determined, in accordance with its customary servicing procedures, that eventual payment of amounts owing on such Receivable is unlikely or (ii) has repossessed and disposed of the Financed Vehicle and (B) has charged off.

Liquidation Expenses: With respect to (i) a Liquidating Receivable without recourse to a Dealer, $300.00 (or such greater amount as the Servicer determines necessary in accordance with its customary procedures to refurbish and dispose of a liquidated Financed Vehicle) as an allowance for amounts charged to the account of the Obligor, in keeping with the Servicer’s customary procedures, for refurbishing and disposition of the Financed Vehicle and other out-of-pocket costs related to the liquidation; and (ii) a Liquidating Receivable with recourse to a Dealer, $0.

Liquidation Proceeds: With respect to a Liquidating Receivable, all amounts realized with respect to such Receivable net of amounts that are required to be refunded to the Obligor on such Receivable.

Majority Certificateholders: Certificateholders holding in the aggregate more than 50% of the Voting Interests.

Mediation: A non-binding mediation or arbitration proceeding with AAA conducted pursuant to the rules set forth in the AAA Rules.

Monthly Period: With respect to a Distribution Date, the calendar month preceding the month in which such Distribution Date occurs; provided, however, that with respect to the first Distribution Date, the Monthly Period will be the period from and including the Cutoff Date to the end of the calendar month preceding such Distribution Date.

Monthly Remittance Condition: Each of the following conditions:

(i) Ally Bank is not the Servicer;

(ii) the rating of the Servicer’s short-term unsecured debt is at least P-1 by Moody’s Investors Service, Inc. and A-1 by S&P Global Ratings; and

(iii) a Servicer Default shall not have occurred and be continuing.

New York UCC: The UCC as in effect on the Closing Date in the State of New York, and as may be amended from time to time.

Non-Subvented Receivable: A Receivable that was or will be acquired or originated by Ally Bank or its Affiliates that is not a Subvented Receivable.

App. A-16

Note Class Interest Distributable Amount: With respect to any class of Notes and any Distribution Date, the product of (i) the outstanding principal balance of such class of Notes as of the close of the preceding Distribution Date (or, in the case of the first Distribution Date, the outstanding principal balance of such class of Notes on the Closing Date) and (ii) (a) in the case of the Notes, other than the Class A-1 Notes, one-twelfth of the Interest Rate for such class (or, in the case of the first Distribution Date, the Interest Rate for such class multiplied by a fraction, the numerator of which is 21 and the denominator of which is 360) and (b) in the case of the Class A-1 Notes, the product of the Interest Rate for such class of Notes for such Distribution Date and a fraction, the numerator of which is the number of days elapsed from and including the prior Distribution Date (or, in the case of the first Distribution Date, from and including the Closing Date), to but excluding that Distribution Date and the denominator of which is 360.

Note Depository: The depository from time to time selected by the Indenture Trustee on behalf of the Issuing Entity in whose name the Notes are registered prior to the issue of Definitive Notes. The first Note Depository shall be Cede & Co., the nominee of the initial Clearing Agency.

Note Depository Agreement: The letter, dated as of the Closing Date, by the Issuing Entity to The Depository Trust Company, as the initial Clearing Agency relating to the Notes, substantially in the form of Exhibit B to the Indenture, as the same may be amended and supplemented from time to time.

Note Distribution Account: The account designated as such, established and maintained pursuant to Section 5.01(a)(ii) of the Servicing Agreement.

Note Owner: With respect to a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an Indirect Participant, in each case in accordance with the rules of such Clearing Agency).

Note Pool Factor: With respect to any class of Notes and any Distribution Date, an amount expressed to the seventh decimal place and computed by the Servicer which is equal to the Note Principal Balance for such class as of the close of such Distribution Date divided by the initial Note Principal Balance for such class.

Note Principal Balance: With respect to a class of Notes and any Distribution Date, the aggregate principal balance of such class of Notes, reduced by all previous payments to the Noteholders of such class in respect of principal of such Notes.

Note Register: With respect to any class of Notes, the register of such Notes specified in Section 2.4 of the Indenture.

Note Registrar: The registrar at any time of the Note Register, appointed pursuant to Section 2.4 of the Indenture.

Notes: The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes.

App. A-17

Noteholder FATCA Information: With respect to any Noteholder or Note Owner, information sufficient to eliminate the imposition of, or determine the amount of, U.S. withholding tax under FATCA.

Noteholder Tax Identification Information: With respect to any Noteholder or Note Owner, properly completed and signed tax certifications (generally, in the case of U.S. Federal Income Tax, IRS Form W-9 (or applicable successor form) in the case of a person that is a “United States Person” within the meaning of Section 7701(a)(30) of the Code or the appropriate IRS Form W-8 (or applicable successor form) in the case of a person that is not a “United States Person” within the meaning of Section 7701(a)(30) of the Code).

Noteholders: Holders of record of the Notes pursuant to the Indenture and, with respect to any class of Notes, holders of record of such class of Notes pursuant to the Indenture.

Noteholders’ Regular Principal Distributable Amount: With respect to the Notes, for any Distribution Date, the lesser of:

(A) the Aggregate Note Principal Balance as of the close of the immediately preceding Distribution Date reduced by the Aggregate Noteholders’ Priority Principal Distributable Amount, if any, with respect to such Distribution Date; and

(B) the remainder, if any, of:

(1) the Principal Distributable Amount minus

(2) the Aggregate Noteholders’ Priority Principal Distributable Amount, if any, with respect to such Distribution Date.

Notwithstanding the foregoing, on or after the Final Scheduled Distribution Date for the Class D Notes, the Noteholders’ Regular Principal Distributable Amount shall equal the greater of (i) the amount specified above and (ii) the outstanding principal balance of the Notes as of the preceding Distribution Date reduced by the Aggregate Noteholders’ Priority Principal Distributable Amount, if any, with respect to such current Distribution Date.

Obligor: The purchaser or the co-purchasers of the Financed Vehicle or other person who owes payments under a Receivable.

Officer’s Certificate: A certificate signed by any Authorized Officer of the Issuing Entity, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 of the Indenture, and delivered to the Indenture Trustee. Unless otherwise specified in the Indenture, any reference in the Indenture to an officer’s certificate shall be to an Officer’s Certificate of any Authorized Officer of the Issuing Entity.

Opinion of Counsel: A written opinion of counsel, who may, except as otherwise expressly provided, be an employee of the Depositor or the Servicer. In addition, for purposes of the Indenture: (i) such counsel shall be satisfactory to the Indenture Trustee; (ii) the opinion shall be addressed to the Indenture Trustee as Trustee and (iii) the opinion shall comply with any applicable requirements of Section 11.1 of the Indenture and shall be in form and substance satisfactory to the Indenture Trustee.

App. A-18

Optional Purchase Date: As defined in Section 8.01(a) of the Servicing Agreement.

Optional Purchase Percentage: 10.00%.

Outstanding: With respect to the Notes, as of the date of determination, all Notes theretofore authenticated and delivered under the Indenture except:

(i) Notes theretofore cancelled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation;

(ii) Notes or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the Holders of such Notes; provided, however, that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to the Indenture or provision therefor, satisfactory to the Indenture Trustee, has been made; and

(iii) Notes in exchange for or in lieu of other Notes which have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a bona fide purchaser;

provided, however, that in determining whether the Holders of the requisite Outstanding Amount of the Notes or of the Controlling Class have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any Basic Document, Notes both legally and beneficially owned by the Issuing Entity, any other obligor upon the Notes, any Certificateholder or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that the Indenture Trustee knows to be so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgor’s right so to act with respect to such Notes and that the pledgee is not the Issuing Entity, any other obligor upon the Notes, the Depositor or any Affiliate of any of the foregoing Persons.

Outstanding Amount: As of any date of determination, the aggregate principal amount of all Notes, or a class of Notes, as applicable, Outstanding at such date.

Overcollateralization Target Amount: As of any Distribution Date, 1.30% of the Initial Aggregate Receivables Principal Balance.

Owner: As defined in Section 1.02 of the Pooling Agreement.

Owner Trust Estate: All right, title and interest of the Issuing Entity in and to the property and rights assigned to the Issuing Entity pursuant to Article II of the Trust Sale Agreement, all funds on deposit from time to time in the Collection Account and all other property of the Issuing Entity from time to time, including any rights of the Owner Trustee and the Issuing Entity pursuant to the Trust Sale Agreement and the Administration Agreement.

App. A-19

Owner Trustee: BNY Mellon Trust of Delaware, a Delaware banking corporation, not in its individual capacity but solely as trustee, or any successor trustee under the Trust Agreement.

Paying Agent: With respect to the Indenture, the Indenture Trustee or any other Person that meets the eligibility standards for the Indenture Trustee specified in Section 6.11 of the Indenture and is authorized by the Issuing Entity to make the payments to and distributions from the Collection Account and the Note Distribution Account, including payment of principal of or interest on the Notes on behalf of the Issuing Entity. With respect to the Trust Agreement, any paying agent or co-paying agent appointed pursuant to Section 3.9 of the Trust Agreement that meets the eligibility standards for the Owner Trustee specified in Section 6.13 of the Trust Agreement. The initial Paying Agent under the Trust Agreement shall be The Bank of New York Mellon Trust Company, National Association.

Percentage Interest: With respect to a Certificate, the individual percentage interest of such Certificate, which shall be specified on the face thereof and which shall represent the percentage of certain distributions of the Issuer beneficially owned by such Certificateholder. The sum of the Percentage Interests for all of the Certificates shall be 100%.

Permitted Modifications: As defined in Section 2.02(a) of the Servicing Agreement.

Person: Any legal person, including any individual, corporation, partnership, joint venture, association, limited liability company, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

Physical Property: (i) 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 New York UCC and are susceptible of physical delivery and (ii) Security Certificates.

Pooling Agreement: The Pooling Agreement, dated as of the Closing Date, between the Seller and the Depositor, as amended, supplemented or modified from time to time.

Predecessor Note: With respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.5 of the Indenture in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

Principal Balance: With respect to any Simple Interest Receivable, as of any date, the Amount Financed minus the sum of the following amounts:

(i) that portion of all payments received from the related Obligor on or prior to such date allocable to principal; and

App. A-20

(ii) any Warranty Payment or Administrative Purchase Payment received on or prior to such date to the extent allocable to principal.

Principal Distributable Amount: With respect to any Distribution Date, the excess of (i) the Aggregate Note Principal Balance as of the close of the preceding Distribution Date over (ii) the result of the Aggregate Receivables Principal Balance as of the close of business on the last day of the immediately preceding Monthly Period minus the Overcollateralization Target Amount.

Private Notes: The Notes initially retained by the Depositor or a majority-owned affiliate of Ally Bank as of the Closing Date.

Proceeding: Any suit in equity, action at law or other judicial or administrative proceeding.

Prospectus: The prospectus, dated as of May 16, 2017.

protected purchaser: As defined in Section 8-303 of the applicable UCC, and provided that the requirements of Section 8-405 of the applicable UCC are met.

Public Notes: Any Notes that are not Private Notes.

Purchased Property: As defined in Section 2.01(a) of the Pooling Agreement.

Rating Agencies: As of any date, the nationally recognized statistical rating organizations requested by the Depositor to provide ratings on the Notes which are rating the Notes on such date.

Rating Agency Condition: With respect to any action, the condition that (a) each Rating Agency shall have been given at least ten (10) days prior notice of that action and (b) none of Ally Bank, the Servicer, the Issuing Entity or the Indenture Trustee shall have received notice from any Rating Agency that such action shall result in a downgrade or withdrawal of the then current rating of the Notes. Each entity listed above shall inform the other entities listed above of whether or not it has received notice from the Rating Agencies prior to the taking of the actions at issue.

Receivable: A retail instalment sale contract or direct purchase money loan for a Financed Vehicle that is included in the Schedule of Receivables and all rights and obligations thereunder.

Receivable File: The documents listed in Section 9.01 of the Servicing Agreement pertaining to a particular Receivable.

Receivable Modifications: As defined in Section 2.02(a) of the Servicing Agreement.

Receivables Principal Balance: (i) With respect to a Subvented Receivable, an amount equal to the present value as of the close of business on the Cutoff Date of all remaining payments on the Subvented Receivable which have not been applied prior to the Cutoff Date,

App. A-21

with each Receivable being discounted at the greater of the Discount Rate and the Annual Percentage Rate from the last day of the calendar month in which each scheduled payment is to become due to that Distribution Date and (ii) with respect to a Non-Subvented Receivable, an amount equal to the outstanding principal balance of the Non-Subvented Receivable on the Cutoff Date.

Receivables Purchase Price: The amount described in Section 2.02 of the Pooling Agreement.

Record Date: (i) With respect to the Notes and with respect to any Distribution Date, the close of business on the day immediately preceding such Distribution Date, or if Definitive Notes are issued for any class of Notes, with respect to such class of Notes the last day of the preceding Monthly Period and (ii) with respect to the Book-Entry Certificates and with respect to any Distribution Date, the close of business on the day immediately preceding such Distribution Date, or if Definitive Certificates are issued, the last day of the preceding Monthly Period.

Redemption Date: As defined in Section 10.1 of the Indenture.

Redemption Price: With respect to the Notes, the unpaid principal amount of such Notes, plus accrued and unpaid interest thereon.

Registered Holder: The Person in whose name a Note is registered on the Note Register on the applicable Record Date.

Regulation AB: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, 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 (January 7, 2005)), in the adopting release (Asset-Backed Securities Disclosure and Registration, Securities Act Release No. 33-9638, 79 Fed. Reg. 57,184 (September 24, 2014)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

Report of Assessment of Compliance with Servicing Criteria: As defined in Section 4.02(a) of the Servicing Agreement.

Reporting Officer: With respect to the Owner Trustee, any officer, employee or other person within the Corporate Trust Office of the Owner Trustee having responsibility for the administration of the Trust Agreement.

Repurchase or Substitution Event: As defined in Section 4.04(a) of the Pooling Agreement.

Repurchase Request: A request to repurchase a Receivable pursuant to Section 2.04(a) of the Trust Sale Agreement.

Repurchase Response Notice: A notice delivered by the Indenture Trustee to a Noteholder or Note Owner indicating that a Repurchase Request is unresolved, after (i) the Indenture Trustee receives a Repurchase Request, (ii) the Depositor or the Seller does not

App. A-22

repurchase the Receivables related to such Repurchase Request within 180 days of the receipt of such Repurchase Request and (iii) the Depositor notifies the Indenture Trustee that such 180 day period has expired.

Requesting Party: As defined in Section 2.04(b) of the Trust Sale Agreement.

Required Deposit Rating: A rating on short-term unsecured debt obligations of P-1 by Moody’s Investors Service, Inc. and A-1+ by S&P Global Ratings. Any requirement that short-term unsecured debt obligations have the “Required Deposit Rating” shall mean that such short-term unsecured debt obligations have the foregoing required ratings from each of such applicable rating agencies.

Reserve Account: The account designated as such, established and maintained pursuant to Section 4.07(a) of the Servicing Agreement.

Reserve Account Deposit: Cash or Eligible Investments having a value of at least $2,644,995.22.

Reserve Account Property: (i) The Reserve Account and all proceeds thereof (other than the Investment Earnings thereon) including all cash, investments, investment property and other amounts held from time to time in the Reserve Account (whether in the form of deposit accounts, Physical Property, book-entry securities, Uncertificated Securities, Financial Assets or otherwise) and (ii) the Reserve Account Deposit and all proceeds thereof (other than the Investment Earnings thereon).

Responsible Officer: With respect to the Indenture Trustee or the Owner Trustee, any officer within the Corporate Trust Office of such trustee or with respect to the Owner Trustee, any agent of the Owner Trustee acting under a power of attorney, and, with respect to the Servicer, the President, any Vice President, Assistant Vice President, Secretary, Assistant Secretary or any other officer or assistant officer of such Person 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.

Retained Certificates: The Certificates initially retained by the Depositor pursuant to the Trust Agreement.

Retained Notes: The Notes initially retained by the Depositor or a Person treated as the same Person as the Depositor for U.S. federal income tax purposes.

Schedule of Receivables: The schedule of Receivables attached to each First Step Receivables Assignment delivered on the Closing Date or on a Substitution Date and originally held as part of the Trust, and on file at the locations listed on Exhibit A of the Trust Sale Agreement, as it may be amended from time to time.

Second Priority Principal Distributable Amount: With respect to any Distribution Date, an amount, not less than zero, equal to the difference between (i) the excess, if any, of (a) the aggregate outstanding principal balance of the Class A Notes and the Class B Notes as of the

App. A-23

preceding Distribution Date (after giving effect to any principal payments made on the Class A Notes and the Class B Notes on such preceding Distribution Date) over (b) the Aggregate Receivables Principal Balance as of the close of business on the last day of the immediately preceding Monthly Period, and (ii) the First Priority Principal Distributable Amount, if any, with respect to such Distribution Date.

Second Step Receivables Assignment: As defined in Section 2.01(a) of the Trust Sale Agreement.

Secretary of State: The Secretary of State of the State of Delaware.

Secured Obligations: Obligations consisting of the principal of and interest on, and any other amounts owing in respect of, the Notes and amounts allocable pursuant to the Indenture with respect to the Certificates.

Secured Parties: Each Noteholder.

Securities: The Notes and the Certificates.

Securities Act: The Securities Act of 1933, as amended.

Securities Intermediary: As defined in Section 5.01(b)(i) of the Servicing Agreement.

Security Certificate: Has the meaning given such term in Section 8-102(a)(16) of the New York UCC.

Security Entitlement: Has the meaning given such term in Section 8-102(a)(17) of the New York UCC.

Securityholder: A Holder of a Note or a Certificate.

Seller: Ally Bank, in its capacity as Seller under the Pooling Agreement, and any successor or assignee thereof under the Pooling Agreement.

Servicer: The Person executing the Servicing Agreement in such capacity, or its successor in interest pursuant to Section 6.02 of the Servicing Agreement.

Servicer Default: An event described in Section 7.01 of the Servicing Agreement.

Servicer’s Accounting: A certificate, completed by and executed on behalf of the Servicer, in accordance with Section 2.09 of the Servicing Agreement.

Servicing Agreement: The Servicing Agreement, dated as of the Closing Date, among the Depositor, the Servicer and the Issuing Entity, as amended, supplemented or modified from time to time.

Servicing Criteria: The “Servicing Criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time.

App. A-24

Simple Interest Method: The method of allocating each monthly payment on a Simple Interest Receivable to principal and interest pursuant to which the portion of such payment that is allocated to interest is equal to the product of the outstanding principal balance thereon multiplied by the fixed rate of interest applicable to such Receivable multiplied by the period of time elapsed (expressed as a fraction of a calendar year) since the preceding payment of interest with respect to such principal balance was made.

Simple Interest Receivable: Any Receivable under which the portion of each monthly payment allocable to earned interest and the portion allocable to the Amount Financed is determined in accordance with the Simple Interest Method. For purposes hereof, all payments with respect to a Simple Interest Receivable shall be allocated to principal and interest in accordance with the Simple Interest Method.

Specified Reserve Account Balance: For any Distribution Date, the lesser of:

(i) 0.25% of the Initial Aggregate Receivables Principal Balance, which equals $2,644,995.22; and

(ii) the outstanding principal balance of the Notes as of the close of business on such Distribution Date (after giving effect to all payments and distributions to be made on such Distribution Date).

State: Any one of the 50 states of the United States of America or the District of Columbia.

Statutory Trust Act: Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq., as the same may be amended from time to time.

Substitute Cutoff Date: With respect to a Substitute Receivable, the date specified in the related First Step Receivables Assignment or the related Second Step Receivables Assignment as of the cutoff date.

Substitute Receivable: A Receivable that (a) will replace a Warranty Receivable and (b) satisfies each of the following conditions:

(i) to the extent that the Obligor with respect to the related Warranty Receivable has a FICO score, the Obligor with respect to the Substitute Receivable shall have a FICO score equal to or greater than the FICO score of the Obligor with respect to the Warranty Receivable;

(ii) the Substitute Receivable shall have a Principal Balance, remaining term and Annual Percentage Rate that is greater than or equal to the Principal Balance, remaining term and Annual Percentage Rate, respectively, of the related Warranty Receivable;

(iii) the related final scheduled payment date of the Substitute Receivable is earlier than six months prior to the Final Scheduled Distribution Date of the Class D Notes; and

App. A-25

(iv) as of the Substitute Cutoff Date, the Substitute Receivable shall have satisfied the criteria set forth in Section 3.01(a)(i) of the Pooling Agreement.

Substitution Date: With respect to a Substitute Receivable, the date on which the Seller or the Depositor, as applicable, delivers the related First Step Receivables Assignment or Second Step Receivables Assignment, respectively, to the Depositor or the Issuing Entity, respectively.

Subvented Receivable: A Receivable that was or will be acquired or originated by Ally Bank or its Affiliates under special incentive rate financing programs.

Supplemental Servicing Fees: With respect to a Distribution Date, all late fees, prepayment charges and other administrative fees and expenses or similar charges allowed by applicable law with respect to Receivables, collected (from whatever source) on the Receivables held by the Issuing Entity during the related Monthly Period.

Temporary Notes: The Notes specified in Section 2.3 of the Indenture.

Third Party Due Diligence Provider: A provider of third-party due diligence services as defined in Rule 17g-10(d)(1) of the Exchange Act.

Third Priority Principal Distributable Amount: With respect to any Distribution Date, an amount, not less than zero, equal to the difference between (i) the excess, if any, of (a) the aggregate outstanding principal balance of the Class A Notes, the Class B Notes and the Class C Notes as of the preceding Distribution Date (after giving effect to any principal payments made on the Class A Notes, the Class B Notes and the Class C Notes on such preceding Distribution Date) over (b) the Aggregate Receivables Principal Balance as of the close of business on the last day of the immediately preceding Monthly Period, and (ii) the sum of (a) the First Priority Principal Distributable Amount, if any, with respect to such Distribution Date and (b) the Second Priority Principal Distributable Amount, if any, with respect to such Distribution Date.

Total Available Amount: With respect to any Distribution Date, the sum of the Available Interest and the Available Principal for such Distribution Date and the amount of all cash or other immediately available funds on deposit in the Reserve Account immediately prior to such Distribution Date.

Treasury Regulations: The regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

Trust: Ally Auto Receivables Trust 2017-3, a Delaware statutory trust created by the Certificate of Trust and described in the Trust Agreement.

Trust Agreement: The Trust Agreement, dated as of the Closing Date, among the Depositor, the Owner Trustee and The Bank of New York Mellon Trust Company, National Association, as paying agent, as amended, supplemented or modified from time to time.

App. A-26

Trust Estate: All money, instruments, rights and other property that are subject or intended to be subject to the lien and security interest of the Indenture for the benefit of the Secured Parties (including all property and interests Granted to the Indenture Trustee), including all proceeds thereof.

Trust Indenture Act or TIA: The Trust Indenture Act of 1939 as in force on the date hereof, unless otherwise specifically provided.

Trust Sale Agreement: The Trust Sale Agreement, dated as of the Closing Date, between the Depositor and the Trust, as amended, supplemented or modified from time to time.

UCC: The Uniform Commercial Code as in effect in the relevant jurisdiction from time to time.

Unaffiliated Certificateholder: Any Certificateholder other than the Depositor or an Affiliate of the Depositor.

Uncertificated Security: Has the meaning given to such term in Section 8-102(a)(18) of the New York UCC.

Undertaking Letter: The letter in substantially the form set forth in Exhibit C of the Trust Agreement.

Verified Note Owner: A Note Owner that has provided the Indenture Trustee or the Servicer, as applicable, with each of (i) a written certification that it is a beneficial owner of a specified Outstanding Amount of the Notes and (ii) a trade confirmation, an account statement, a letter from a broker or dealer or other similar document showing that such Note Owner is a beneficial owner of such Outstanding Amount of the Notes.

Vote Tabulation Agent: The Indenture Trustee in the capacity of vote tabulation agent or another third party acting as tabulation agent to tabulate voting by Noteholders or Note Owners in connection with the Asset Representations Review.

Voting Interests: The voting interests in the Certificates, the aggregate strength of which shall be based on the percentage interests in the Issuing Entity represented thereby.

Warranty Payment: With respect to a Distribution Date and to a Warranty Receivable (a) to be repurchased as of the last day of the related Monthly Period, a payment equal to (i) the Receivables Principal Balance minus that portion of all payments received from the related Obligor on or prior to the last day of the related Monthly Period allocable to principal and minus any Liquidation Proceeds (to the extent applied to reduce the Principal Balance of such Simple Interest Receivable) previously received with respect to such Simple Interest Receivable plus (ii) the product of the amount set forth in clause (i), the greater of the Discount Rate and the Annual Percentage Rate and 30/360 or (b) to be substituted as of the last day of the related Monthly Period, the related Substitute Receivable.

Warranty Purchaser: The Person described in Section 2.04(a) of the Trust Sale Agreement.

App. A-27

Warranty Receivable: A Receivable that the Warranty Purchaser has become obligated to repurchase or substitute pursuant to Section 2.04 of the Trust Sale Agreement.

App. A-28

PART II — RULES OF CONSTRUCTION

(a) Accounting Terms. As used in this Appendix or the Basic Documents, accounting terms which are not defined, and accounting terms partly defined, herein or therein shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms in this Appendix or the Basic Documents are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Appendix or the Basic Documents will control.

(b) “Hereof,” etc. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Appendix or any Basic Document will refer to this Appendix or such Basic Document as a whole and not to any particular provision of this Appendix or such Basic Document; and Section, Schedule and Exhibit references contained in this Appendix or any Basic Document are references to Sections, Schedules and Exhibits in or to this Appendix or such Basic Document unless otherwise specified. The word “or” is not exclusive.

(c) Reference to Distribution Dates. With respect to any Distribution Date, the “related Monthly Period,” and the “related Record Date,” will mean the Monthly Period and Record Date, respectively, immediately preceding such Distribution Date, and the relationships among Monthly Periods and Record Dates will be correlative to the foregoing relationships.

(d) Number and Gender. Each defined term used in this Appendix or the Basic Documents has a comparable meaning when used in its plural or singular form. Each gender-specific term used in this Appendix or the Basic Documents has a comparable meaning whether used in a masculine, feminine or gender-neutral form.

(e) Including. Whenever the term “including” (whether or not that term is followed by the phrase “but not limited to” or “without limitation” or words of similar effect) is used in this Appendix or the Basic Documents in connection with a listing of items within a particular classification, that listing will be interpreted to be illustrative only and will not be interpreted as a limitation on, or exclusive listing of, the items within that classification.

(f) Reference to a Class of Notes. Unless otherwise specified, references to a Class of Notes includes all the tranches included in such class of Notes.

(g) Notices to Rating Agencies. If Ally Bank is no longer the Administrator, the Custodian or the Servicer, any successor Administrator, Custodian or Servicer, as applicable, shall provide any required Rating Agency notices to the Depositor, who shall promptly provide such notice to the Rating Agencies.

App. A-29

APPENDIX B

NOTICE ADDRESSES AND PROCEDURES

All requests, demands, directions, consents, waivers, notices, authorizations and communications provided or permitted under any Basic Document to be made upon, given or furnished to or filed with the Depositor, the Servicer, the Administrator, the Indenture Trustee, the Issuing Entity, the Owner Trustee, the Custodian or the Rating Agencies shall be in writing, personally delivered, sent by facsimile or email, in each case with a copy to follow via first class mail 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 Depositor, at the following address:

Ally Auto Assets LLC

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801,

with a copy to:

Structured Funding Executive

Ally Financial Inc.

500 Woodward Avenue

20th Floor

Detroit, Michigan 48226

Facsimile: (313) 566-0943

Attention: Ryan Farris

Email: as set forth on the attached Schedule 1

(b)    in the case of the Seller, at the following address:

Ally Bank

6985 Union Park Center

Suite 435

Midvale, Utah 84047

Facsimile: (801) 790-5062

Attention: Martha S. Tate

Email: as set forth on the attached Schedule 1

App. B-1

(c)    in the case of the Servicer, the Administrator or the Custodian, at the following address:

Ally Bank

6985 Union Park Center

Suite 435

Midvale, Utah 84047

Facsimile: (801) 790-5062

Attention: Martha S. Tate

Email: as set forth on the attached Schedule 1

(d)    in the case of the Indenture Trustee, at its Corporate Trust Office,

(e)    in the case of the Issuing Entity or the Owner Trustee, to the Owner Trustee at its Corporate Trust Office,

with a copy to:

The Bank of New York Mellon Trust Company, National Association

2 North LaSalle Street, Suite 1020

Chicago, Illinois 60602

Attn: Structured Finance Services - AART 2017-3

Phone: (312) 827-8680

Facsimile: (312) 827-8562

Attention: Diane Moser

Email: as set forth on the attached Schedule 1

and with a copy to:

Ally Auto Assets LLC

Attention: Structured Funding Executive

Ally Financial Inc.

500 Woodward Avenue

20th Floor

Detroit, Michigan 48226

Facsimile: (313) 566-0943

Attention: Ryan Farris

Email: as set forth on the attached Schedule 1

The Issuing Entity shall promptly transmit any notice received by it from the Noteholders to the Indenture Trustee and the Indenture Trustee shall likewise promptly transmit any notice received by it from the Noteholders to the Issuing Entity,

App. B-2

(f)    in the case of the Asset Representations Reviewer, at the following address:

Clayton Fixed Income Services LLC

100 Beard Sawmill Road

Shelton, Connecticut 06484

Attention: General Counsel

Phone: (203) 926-5600

Facsimile: (203) 712-8805

Email: as set forth on the attached Schedule 1

with a copy to:

Clayton Fixed Income Services LLC

1700 Lincoln Street, Suite 2600

Denver, Colorado 80203

Attention: SVP Surveillance

Phone: (720) 947-6500

Email: as set forth on the attached Schedule 1, and

(g)    in the case of the Rating Agencies, to the Depositor, which shall promptly post any such notice to the website maintained by the Depositor for notifications to nationally recognized statistical rating organizations,

or at such other address as shall be designated by such Person in a written notice to the other parties to this Agreement. With respect to any Servicer’s Accounting sent to the Indenture Trustee pursuant to Section 2.09 of the Servicing Agreement, the Servicer shall not be required to send a copy of such communication via first class mail or mailed by certified mail-return receipt requested unless requested by the Indenture Trustee and in the absence of any such request, any email or facsimile of any Servicer’s Accounting otherwise sent in accordance with the instructions above shall be deemed to have been duly delivered upon receipt thereof by the Indenture Trustee.

Where any Basic Document provides for notice to Noteholders or Certificateholders of any condition or event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if it is in writing and mailed, first-class, postage prepaid to each Noteholder or Certificateholder affected by such condition or event, at such Person’s address as it appears on the Note Register or Certificate Register, as applicable, not later than the latest date, and not earlier than the earliest date, prescribed in such Basic Document for the giving of such notice. If notice to Noteholders or Certificateholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholders or Certificateholders shall affect the sufficiency of such notice with respect to other Noteholders or Certificateholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given regardless of whether such notice is in fact actually received.

App. B-3

Schedule 1

Email Addresses on file at the offices of:

1. The Indenture Trustee

2. The Owner Trustee

3. The Servicer

4. The Seller

5. Ally Auto Assets LLC

6. Rating Agencies

7. The Asset Representations Reviewer

Sch. 1

EX-99.5

EXHIBIT 99.5

ASSET REPRESENTATIONS REVIEW AGREEMENT

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of May 24, 2017 (this “Agreement”), by and among CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company (the “Asset Representations Reviewer”), ALLY BANK, a Utah chartered bank (in its capacity as sponsor, the “Sponsor”) and ALLY AUTO RECEIVABLES TRUST 2017-3, a Delaware statutory trust (the “Trust”).

1. Description of Services.

The Sponsor has retained the Asset Representations Reviewer to perform a review (the “Asset Representations Review” or the “Services”) on certain delinquent receivables (each, a “Receivable”) owned by the Trust. The Services are designed to determine whether, for each Receivable and subject to the terms of this Agreement, the Tests (as defined in Section 2.1) are satisfied or not satisfied with respect to the representations and warranties made about each such Receivable in Section 3.01 of the Pooling Agreement, dated as of the date hereof (the “Pooling Agreement”), between Ally Auto Assets LLC (the “Depositor”) and the Sponsor.

Capitalized terms used herein but not defined herein shall have the meanings given in Part I of Appendix A to the Servicing Agreement, dated as of the date hereof, by and among Ally Bank (in its capacity as servicer, the “Servicer”), the Depositor and the Trust. The rules of construction set forth in Part II of Appendix A to the Servicing Agreement shall be applicable to this Agreement.

The provision of the Asset Representations Review is contingent upon the Asset Representations Reviewer’s ability to be provided with the Required Documents (as defined in Section 2.1), as well as upon the Asset Representations Reviewer having direct contact with the Sponsor regarding questions and documents necessary to complete its review of the Receivables.

The Sponsor expressly acknowledges and agrees that the Asset Representations Reviewer is performing the Services as an independent contractor, and the Asset Representations Reviewer shall operate independently and without undue influence from any beneficial owner or holder of the securities issued by the Trust or the parties hereto, including the Sponsor. In furtherance of the foregoing, the Sponsor acknowledges and agrees that the Asset Representations Reviewer’s Test findings are solely based on the Asset Representations Reviewer’s independent assessment of the Tests (as defined below), and are independent of the Sponsor’s analysis or analysis by a beneficial owner of the Trust’s securities. The Sponsor agrees that the Asset Representations Reviewer is not responsible for determining whether noncompliance with any representation is a breach of the Pooling Agreement.

2. Scope of Services.

2.1 Data Required to Perform Services.

Upon receipt of an Asset Representations Review Notice as described in Section 5.17(d) of the Indenture, the Sponsor shall provide the list of Receivables to be subject to the Asset Representations Review (the “Reviewable Receivables”). The Asset Representations Reviewer is not required to verify that the triggers needed to initiate an Asset Representations Review were met, to determine which Receivables are subject to an Asset Representations Review, to verify the accuracy or completeness of the Reviewable Receivables or to determine whether the required percentage of Noteholders has voted to direct an Asset Representations Review under the Indenture, and is entitled to conclusively rely on the information in any Asset Representations Review Notice delivered by the Sponsor to the Asset Representations Reviewer. The Asset Representations Reviewer shall not start an Asset Representations Review until an Asset Representations Review Notice is received, and shall not take any action or cause any other party to take any action under any of the Basic Documents to enforce any remedies for breaches of representations or warranties with respect to the Receivables.

For the Reviewable Receivables, the Sponsor shall provide the Asset Representations Reviewer with the documents (the “Required Documents”) identified in the Agreed Upon Procedures as set forth on Attachment 1 (the “AUPs”) for each representation test (collectively, the “Tests”).

Within sixty (60) days of the delivery of an Asset Representations Review Notice, the Sponsor shall provide, or cause to be provided, the Asset Representations Reviewer with the Required Documents for all of the Reviewable Receivables.

The Asset Representations Reviewer shall be entitled to rely in good faith, without independent investigation or verification, that the Required Documents are accurate and complete in all material respects and not misleading in any material respect. The Sponsor acknowledges that belatedly delivered, incomplete, inaccurate or misleading information could materially affect the value, timing, completeness and outcome of the Asset Representations Review provided by the Asset Representations Reviewer under this Agreement.

The Sponsor and the Asset Representations Reviewer agree and understand that the Sponsor may redact from the Required Documents any PII (as defined in Section 6.10.1); provided that any such removed or redacted data shall not change the meaning or usefulness of the files and information necessary to complete the Services. The Sponsor acknowledges that (i) the Asset Representations Reviewer may, in its sole discretion, determine that certain Receivables files were incorrectly redacted (i.e, the redaction obscures information necessary to complete any Test) and may request additional information in order to complete the related Test; and (ii) that the Asset Representations Reviewer is not and shall not be responsible if PII is published on the Form 10-D if the Form 10-D Summary Report provided by the Asset Representations Reviewer did not include PII.

Unless otherwise specified in an amendment to this Agreement, the Services to be provided by the Asset Representations Reviewer are described in Sections 2.2 and 2.3.

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2.2 Set-up Activities.

Upon execution of this Agreement, the Asset Representations Reviewer shall build the AUPs into its system. To manage the Tests, the Asset Representations Reviewer shall leverage a business process management (“BPM”) system which provides systematic control over each step in the review process and ensures consistency and repeatability among the reviews. The BPM system shall allow for each individual Receivable Test to be tracked and stored within a database.

Test criteria for each representation and the Asset Representations Reviewer’s review processes shall be loaded into the BPM system and shall be accessible by the Asset Representations Reviewer’s file review, quality control specialist and management staff. Test criteria shall be consistently applied against each Receivable, as applicable to the Test, to assess that all requirements are tested. Inputs from the review at the Test level shall be stored and tracked so as to allow for process transparency, quality control and results reporting.

2.3 Asset Representations Review.

For each Reviewable Receivable, the Asset Representations Reviewer shall perform the Tests, as outlined in the AUPs and described in Attachment 1. The Asset Representations Reviewer shall complete the Asset Representations Review of each Reviewable Receivable within sixty (60) days of receiving the Required Documents.

The Asset Representations Review period may be extended by up to an additional thirty (30) days if the Asset Representations Reviewer requests missing documents or clarifications, as described in Sections 2.3.3 and 2.3.4.

The Asset Representations Review is not designed to determine any of the following:

• Reason for delinquency;

• Creditworthiness of the obligor, either at the time of the Asset Representations Review or at the origination date;

• Overall quality of any Receivable;

• Whether the Servicer has serviced any Receivable in compliance with the Servicing Agreement;

• Whether noncompliance with the representations or warranties constitutes a breach of the provisions of the Pooling Agreement; or

• To establish cause, materiality or recourse for any Test.

The parties confirm that the Asset Representations Reviewer is not responsible for any obligations not set forth herein, including (a) reviewing the Receivables for compliance with the representations under the Pooling Agreement, except as described in this Agreement or (b) determining whether noncompliance with the representations constitutes a breach of any of the provisions of the Pooling Agreement.

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2.3.1 Tests. Based on the AUPs, the Asset Representations Reviewer shall review the Required Documents to determine whether, for each Reviewable Receivable, (a) there was evidence that the applicable Test for such Reviewable Receivable was satisfied, (b) there was evidence that the applicable Test for such Reviewable Receivable was not satisfied or (c) the Test could not be completed as a result of missing or insufficient Required Documents for a Reviewable Receivable. Each Test shall be performed individually.

The Asset Representations Reviewer may, at its sole discretion, review additional information that is not required for the Asset Representations Review as defined by the AUPs, but it is not required to do so.

2.3.2 Multiple Reviews. If more than one Asset Representations Review Notice is delivered, the Asset Representations Reviewer shall identify Receivables previously reviewed and shall not conduct any additional Asset Representations Review of any such Receivables. The Asset Representations Reviewer shall include such duplicate Receivables in its findings report and shall include the original findings for each Test with a notation that such results relate to a previous Asset Representations Review.

2.3.3 Missing Documents. The Asset Representations Reviewer shall complete the Asset Representations Review of each Reviewable Receivable only using documentation that is made available by or on behalf of the Sponsor. Upon receipt of the Required Documents, the Asset Representations Reviewer shall complete an initial document inventory to verify there are no systemic documentation errors, including but not limited to consistently missing or incomplete information in each Reviewable Receivable’s file, even though there may still be instances where certain pieces of information for an individual Reviewable Receivable are missing or incomplete. Once the Asset Representations Reviewer has confirmed that a sufficient number of the Required Documents is available to conduct its review, it shall commence the Services. In instances where a Required Document is not accessible or is clearly unidentifiable or illegible, the Asset Representations Reviewer shall request that the Sponsor provide an updated copy of such Required Document. The Sponsor must provide, or cause to be provided, any missing document to the Asset Representations Reviewer within fifteen (15) days of notification of the Sponsor by the Asset Representations Reviewer that such document is missing. In the event a missing document is not provided within such timeframe, the Asset Representations Reviewer file review staff shall categorize the results of the related Test as “Unsatisfied Test – Missing Required Documents” (as defined below) and note that such documentation is missing.

2.3.4 Clarifications. Following the Asset Representations Reviewer’s delivery of the Preliminary Reports (as defined below) to the Sponsor as outlined in Section 3.1, the Sponsor may, in its discretion, submit additional information and clarifications to the Asset Representations Reviewer which the Asset Representations Reviewer

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shall analyze and consider in preparing its Final Report (as defined below). The Sponsor must provide, or cause to be provided, additional information and clarifications to the Asset Representations Reviewer within fifteen (15) days of notification by the Asset Representations Reviewer. In the event additional information or clarifications are not provided within this timeframe, the Asset Representations Reviewer shall consider the Preliminary Reports final.

2.3.5 Completion of Review for Certain Review Receivables. Following the delivery of the list of Reviewable Receivables and before the delivery of a Preliminary Report or the Final Report by the Asset Representations Reviewer, the Servicer or the Sponsor may notify the Asset Representations Reviewer if a Reviewable Receivable is paid in full, substituted or repurchased by the Sponsor, the Depositor or the Servicer pursuant to Section 2.07 of the Servicing Agreement, Section 2.04(a) of the Trust Sale Agreement or Section 4.04 of the Pooling Agreement. On receipt of such notice, the Asset Representations Reviewer shall terminate all Tests of such Reviewable Receivable and the Asset Representations Reviewer file review staff shall categorize the results of all Tests of the related Reviewable Receivable as “Satisfied Test” (as defined below).

2.3.6 Termination of Review. If an Asset Representations Review is in process and the publicly registered Notes will be paid in full on the next Distribution Date pursuant to Section 8.01 of the Servicing Agreement, the Sponsor shall notify the Asset Representations Reviewer no less than ten days before the applicable Distribution Date on which such Notes will be paid in full and the Asset Representations Reviewer shall terminate the Asset Representations Review immediately and have no obligation to deliver any related Preliminary Reports or Final Reports.

3. Deliverables.

Upon completion of each Test for each Reviewable Receivable, the Asset Representations Reviewer shall record a finding based on the issues discovered. Findings categories are listed as follows:

• Evidence that the applicable Test was satisfied (“Satisfied Test”);

• Evidence that the applicable Test was not satisfied (“Unsatisfied Test”); and

• Test incomplete as a result of missing or insufficient documentation (“Unsatisfied Test – Missing Required Documents”).

3.1 Preliminary Reports

Upon completion of the Asset Representations Review, the Asset Representations Reviewer shall provide the Sponsor with “Preliminary Reports,” including Receivable-level and Test-level findings and issues identified. At that time, the Sponsor has the option of electing to provide any missing documentation or clarification requested pursuant to Section 2.3.3 or Section 2.3.4. If the Sponsor elects not to provide any additional information, the Asset Representations Reviewer shall publish its Final Reports (as described in Section 3.2).

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3.2 Final Reports.

Within ninety (90) days of receipt of the Required Documents, the Asset Representations Reviewer shall publish its findings to the Sponsor and the Indenture Trustee. The Asset Representations Reviewer shall provide the Sponsor and the Indenture Trustee with the following reports as a result of the Asset Representations Review (collectively, the “Final Reports”):

Indenture Trustee Detail Exception Report. A Receivable-level listing of the findings for each Test. The report shall also contain descriptive information supporting the Asset Representations Reviewer’s findings pertaining to any Test with respect to which a result of “Unsatisfied Test” or “Unsatisfied Test – Missing Required Documents” is recorded.

Indenture Trustee Detail Report (All Tests). An AUP Test-level listing of the responses input into the BPM system by the Asset Representations Reviewer file review staff.

Form 10-D Summary. A representation-level listing of the issues identified by each Test. The Form 10-D Summary shall not include Receivable-level information or PII, and shall only include aggregated data for distribution to investors. The Asset Representations Reviewer shall not be responsible for filing any Form 10-D Summary or related document.

3.3 Questions.

After submission of the Final Reports, and only during the Retention Period (as defined in Section 6.1), the Asset Representations Reviewer shall respond to reasonable questions about its Asset Representations Review findings or reports. All questions must be directed to the Asset Representations Reviewer by the Sponsor or the Trust in writing, and in a reasonable format and frequency. If an investor contacts the Asset Representations Reviewer directly, the Asset Representations Reviewer shall direct the investor to contact the Servicer and shall inform the Sponsor of any questions. The Asset Representations Reviewer’s responses, if any, shall be in written form and provided to the Sponsor and the Servicer.

3.4 Additional Services and Deliverables.

The Asset Representations Reviewer shall have no obligation to provide services or deliverables that are not specified in this Agreement. If the Sponsor requests that the Asset Representations Reviewer provide additional services or deliverables, the Asset Representations Reviewer shall determine, in the exercise of its reasonable discretion, whether and on what terms it will be willing to provide such additional services or deliverables. The Sponsor and the Asset Representations Reviewer, as applicable, shall mutually agree in writing to the terms of any such additional services or deliverables. For the avoidance of doubt, the Sponsor understands and confirms that nothing contained herein shall serve to require the Asset Representations Reviewer to provide services in anticipation, furtherance or support of litigation, arbitration or any

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administrative proceeding, whether against the Sponsor, any investor in the securities of the Trust or any other party. The Asset Representations Reviewer shall obtain the consent of the Sponsor prior to accepting any engagement by any party to the Basic Documents with respect to the Receivables or other assets of the Trust that is or may be in conflict with or adverse to the Sponsor.

4. Obligations of the Sponsor.

The Sponsor agrees to provide the Asset Representations Reviewer with the following:

• Reasonable access to the Sponsor;

• Complete AUPs;

• Required Documents; and

• Other related information reasonably requested by the Asset Representations Reviewer to perform the Services hereunder.

5. Compensation.

Fees. As compensation for the Asset Representations Review, the fees set forth in this Section 5 are payable to the Asset Representations Reviewer.

5.1 Asset Representations Reviewer Annual Fee.

On the Closing Date, and each anniversary thereafter, the Sponsor shall pay the Asset Representations Reviewer a fee equal to $7,500.00 per annum (the “Annual Fee”); provided, however, the Sponsor shall be entitled to pay the Annual Fee, annually or monthly at its election; provided further, that in the year in which all public Notes are paid in full, the Annual Fee shall be reduced pro rata by an amount equal to the days of the year in which the public Notes are no longer outstanding.

5.2 Asset Representations Review Costs.

Upon the completion of an Asset Representation Review, the Asset Representations Reviewer shall be entitled to receive an aggregate fee equal to $200.00 per Receivable reviewed in the related Asset Representations Review (the “Asset Representations Review Fee”). On each Distribution Date, available Trust funds shall be used in accordance with Section 4.06 of the Servicing Agreement to pay the Asset Representations Review fees, expenses and indemnities due and owing under this Agreement.

6. Additional Terms related to the Asset Representations Reviewer.

6.1 Retention of the Sponsor Records.

The Asset Representations Reviewer shall have no obligation to retain information supplied to it, the Preliminary Reports, the Final Reports or any other reports generated by it pursuant to this Agreement (the “Sponsor Records”) for longer than two (2) years following the filing of all required reports described in this Agreement (the “Retention Period”). At the expiration of the

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Retention Period, the Asset Representations Reviewer shall return Sponsor Records to the Sponsor in electronic format. Upon the return of the Sponsor Records, the Asset Representations Reviewer shall have no obligation to respond to inquiries concerning any Asset Representations Review.

6.2 [Reserved]

6.3 Indemnification, Limitation of Liability.

6.3.1 Limitation of Liability. The Asset Representations Reviewer and its directors, officers, employees and agents shall not be liable to any person for any action taken, or not taken, in its capacity as Asset Representations Reviewer pursuant to this Agreement, in good faith pursuant to this Agreement, or for errors in judgment or for actions taken in reliance upon inaccurate information provided to it by others. However, the Asset Representations Reviewer shall be liable for its negligence, willful misconduct or bad faith.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, WHETHER IN CONTRACT, TORT, UNDER ANY WARRANTY OR ANY OTHER THEORY OF LIABILITY, FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST BUSINESS OR PROFITS.

6.3.2 Indemnification by the Asset Representations Reviewer. The Asset Representations Reviewer shall indemnify the Sponsor and its directors, officers, employees and agents for all costs, expenses, losses, damages and liabilities resulting from (a) the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in performing its obligations under this Agreement, (b) the Asset Representations Reviewer’s breach of any of its representations or warranties contained in this Agreement or (c) third party claims of intellectual property infringement. The Asset Representations Reviewer’s obligations under this Section 6.3.2 shall survive the termination of this Agreement or the removal of the Asset Representations Reviewer as Asset Representations Reviewer for the Trust.

6.3.3 Indemnification by the Sponsor. The Sponsor shall, or shall cause the Trust to, indemnify the Asset Representations Reviewer and its officers, directors, employees and agents for all costs, expenses, losses, damages and liabilities resulting from the performance of its obligations under this Agreement (including the costs and expenses of participating in or defending itself against any loss, damage or liability, whether in a proceeding brought pursuant to Section 6.8 of this Agreement or otherwise), but excluding any costs, expenses, losses, damages or liabilities resulting from (i) the Asset Representations Reviewer’s willful misconduct, bad faith or negligence or (ii) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Sponsor’s obligations under this Section 6.3.3 shall survive the termination of this Agreement.

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6.4 Disclaimers

The Sponsor expressly agrees that the Asset Representations Reviewer is not advising the Sponsor or any investor or future investor concerning the suitability of the securities issued by the Trust or any investment strategy. The Sponsor expressly acknowledges and agrees that the Asset Representations Reviewer is not an expert in accounting, tax, regulatory or legal matters and that the Asset Representations Reviewer does not provide legal advice as to any matter. The Sponsor agrees to rely on its own professional advisors with respect to all such matters.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE ASSET REPRESENTATIONS REVIEWER MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6.5 Resignation.

The Asset Representations Reviewer may not resign, unless (i) it ceases to be an Eligible Asset Representations Reviewer (as such term is defined below), (ii) it becomes legally unable to act or (iii) the Trust consents to its resignation. The Asset Representations Reviewer shall give the Sponsor and the Trust sixty (60) days prior notice of its resignation. The Trust may remove the Asset Representations Reviewer if the Asset Representations Reviewer (a) becomes legally unable to act or becomes subject to a bankruptcy, (b) ceases to be an Eligible Asset Representations Reviewer (as such term is defined below) or (c) breaches any of its representations, warranties, agreements or covenants contained herein. Subject to the provisions of Section 8.7, no resignation or removal of the Asset Representations Reviewer shall be effective until a successor Asset Representations Reviewer is in place. The Sponsor shall be responsible for any costs associated with the termination of the Asset Representations Reviewer and the appointment of a successor. The successor Asset Representations Reviewer must be an Eligible Asset Representations Reviewer. An “Eligible Asset Representations Reviewer” is an entity that (i) is not affiliated with the Sponsor, the Servicer, the Trust, the Owner Trustee or the Indenture Trustee or any of their affiliates and (ii) was not engaged or affiliated with an entity that was engaged by any underwriter for the Notes or the Sponsor to perform pre-closing due diligence on the Trust or the Receivables.

6.6 Disclosure.

6.6.1    Consent to Filing. The Asset Representations Reviewer hereby consents to the filing of this Agreement and the AUPs with the Securities and Exchange Commission (the “SEC”) on any form permitted from time to time by the rules and regulations of the SEC.

6.6.2    Prospectus Disclosure. The Asset Representations Reviewer hereby represents and warrants that the following statements, which have been made for the purpose of, and have been provided by the Asset Representations Reviewer for, inclusion in the Preliminary Prospectus, dated May 11, 2017, and the Prospectus, dated May 16, 2017 (together, the “Offering Documents”), were, as of the date of the Offering Documents, true and correct in all material respects and did not contain any untrue statement of a

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material fact or omit a statement of a material fact necessary to make such statements, in light of the circumstances under which they were made, not misleading:

Clayton Fixed Income Services LLC, a Delaware limited liability company (the “asset representations reviewer”), is the asset representations reviewer appointed under the asset representations review agreement. The asset representations reviewer is a wholly-owned subsidiary of Radian Group, Inc., and has provided independent due diligence loan review and servicer oversight services since 1989. The asset representations reviewer’s principal offices are located at 1700 Lincoln St., Suite 2600, Denver, Colorado 80203.

The asset representations reviewer is a provider of targeted due diligence reviews of securitized assets and policies and procedures of originators and servicers to assess compliance with representations and warranties, regulatory and legal requirements, investor guidelines and settlement agreements. The asset representations reviewer has performed over 12 million loan reviews and provided ongoing services to over $2 trillion of securitization transactions on behalf of investors, sponsors, issuers and originators, including government sponsored enterprises and other governmental agencies. These services have been performed primarily on residential mortgage loan and residential mortgage-backed security transactions, although the asset representations reviewer has also performed these services for transactions involving auto loans, credit cards, commercial mortgage loans, student loans, timeshare loans and boat and recreational vehicle loans. The asset representations reviewer has been engaged on more than 90 auto and equipment loan, lease and dealer floorplan and credit card securitization transactions since 2015.

6.7    Insurance. For and during the Term of this Agreement, the Asset Representations Reviewer shall secure and maintain at its own expense insurance of the type set forth below and in an amount that is reasonable and customary for a business of the Asset Representations Reviewer’s size (the “Asset Representations Reviewer Coverage”):

6.7.1    Workers’ compensation insurance in accordance with all federal and state statutory requirements and employer’s liability insurance. The Asset Representations Reviewer and its underwriter shall waive subrogation against the Sponsor.

6.7.2    Commercial general liability insurance in an amount as would customarily be maintained by similar businesses and including all contractual liability for such injury or damage assumed by the Asset Representations Reviewer under this Agreement. This policy shall cover liability arising from premises and operations, independent contractors, products/completed operations, personal and advertising injury and blanket contractual liability.

6.7.3    Commercial automobile liability insurance, including all statutory coverage for all jurisdictions of operation.

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6.7.4    Umbrella liability insurance with respect to workers’ compensation, commercial general liability and commercial automobile liability.

6.7.5    Blanket crime coverage, including coverage for losses from employee dishonesty covering liability against direct and verifiable losses of money, securities, products, equipment, material and other property of the Sponsor caused by theft or forgery by identifiable employees of the Asset Representations Reviewer acting alone or in collusion with others.

6.7.6    Professional errors and omissions liability insurance appropriate to the Asset Representations Reviewer’s profession. Coverage should be for a professional error, act or omission arising out of the scope of Services set forth in this Agreement.

6.7.7    Computer crime and privacy liability covering actual or alleged acts, errors or omissions committed by the Asset Representations Reviewer, its agents or employees. The policy shall expressly provide, but not be limited to, coverage for the following perils:

(i) unauthorized use/access of a computer system; and

(ii) failure to protect Confidential Information (as defined below) (both personal and commercial information) from disclosure.

The Asset Representations Reviewer Coverage must not exclude Claims between the Sponsor and the Asset Representations Reviewer. All of the foregoing policies shall be issued by insurance companies having an “A-” rating or better by A.M. Best Company. These insurance provisions set forth the scope of coverage to be maintained by the Asset Representations Reviewer and are not to be construed in any way as a limitation or release of the Asset Representations Reviewer’s liability under this Agreement or as a representation that such coverage and limits will necessarily be adequate to protect the Asset Representations Reviewer. The Asset Representations Reviewer shall not self-insure any of its obligations under this Agreement without full disclosure to the Sponsor of its intention to self-insure. Any and all deductibles specified in the Asset Representations Reviewer Coverage policies shall be assumed by, for the account of and at the sole risk of the Asset Representations Reviewer. All policies of insurance procured by the Asset Representations Reviewer shall be written as primary policies, not contributing with, nor in excess of coverage carried by the Sponsor. The purchase of appropriate insurance coverage by the Asset Representations Reviewer or the furnishing of certificates of insurance shall not release or limit the Asset Representations Reviewer from its respective obligations or liabilities under this Agreement.

Upon request from the Sponsor, the Asset Representations Reviewer shall furnish certificates of insurance evidencing any of the foregoing Asset Representations Reviewer Coverage. The Asset Representations Reviewer shall provide no less than thirty (30) days prior written notice of cancellation, material modification, reductions in coverage or non-renewal to the Sponsor. In the event that any Services under this Agreement are to be rendered by persons other than the Asset Representations Reviewer’s own employees, the Asset Representations Reviewer shall arrange for such persons to forward to the Sponsor upon request certificates of insurance evidencing such amounts, in such form and with such insurance companies as are satisfactory to the Sponsor. The Asset Representations Reviewer shall remain fully responsible for liabilities.

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6.8 Dispute Resolution.

If a Receivable that was previously reviewed by the Asset Representations Reviewer is the subject of a dispute resolution proceeding as described in Section 3.4 of this Agreement, the Asset Representations Reviewer shall participate in the dispute resolution proceeding on request of a party to the proceeding. The Asset Representations Reviewer shall be entitled to compensation for its participation pursuant to the terms of Section 6.3.3 of this Agreement.

6.9 Confidential Information.

6.9.1    Definition of Confidential Information. “Confidential Information” means oral, written or electronic materials (irrespective of its source or form of communication) furnished before, on or after the date of this Agreement to the Asset Representations Reviewer for the purposes contemplated by this Agreement, including:

(i) lists of Receivables subject to review and any related documents;

(ii) origination and servicing guidelines, policies and procedures and form contracts; and

(iii) notes, analyses, compilations, studies or other documents or records prepared by the Sponsor, which contain information supplied by or on behalf of the Sponsor or its representatives.

Confidential Information does not include information that (A) is or becomes generally available to the public other than as a result of disclosure by the Asset Representations Reviewer, (B) was available to, or becomes available to, the Asset Representations Reviewer on a non-confidential basis from a person or entity other than the Sponsor before its disclosure to the Asset Representations Reviewer who, to the knowledge of the Asset Representations Reviewer, is not bound by a confidentiality agreement with the Sponsor and is not prohibited from transmitting the information to the Asset Representations Reviewer, (C) is independently developed by the Asset Representations Reviewer without the use of the Confidential Information, as shown by the Asset Representations Reviewer’s files and records or other evidence in the Asset Representations Reviewer’s possession or (D) the Sponsor provides permission to the Asset Representations Reviewer to release.

6.9.2    Treatment of Confidential Information. The Asset Representations Reviewer agrees to hold and treat Confidential Information given to it under this Agreement in confidence and under the terms and conditions of this Agreement, and shall implement and maintain safeguards to further assure the confidentiality of the Confidential Information. The Confidential Information shall not, without the prior consent of the Sponsor, be disclosed or used by the Asset Representations Reviewer, or its officers, directors, employees, agents, representatives or affiliates, including legal counsel, other

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than for the purposes of performing its obligations under this Agreement. The Asset Representations Reviewer agrees that it shall not (i) purchase or sell securities issued by the Sponsor or its affiliates or special purpose entities on the basis of Confidential Information or (ii) use the Confidential Information for the preparation of research reports, newsletters or other publications or similar communications.

6.9.3    Protection of Confidential Information. The Asset Representations Reviewer shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of Confidential Information, including those measures that it takes to protect its own confidential information and not less than a reasonable standard of care. The Asset Representations Reviewer acknowledges that Personally Identifiable Information is also subject to the additional requirements set forth in Section 2.1 and Section 6.10 of this Agreement.

6.9.4    Disclosure of Confidential Information. If the Asset Representations Reviewer is required by applicable law, regulation, rule or order issued by an administrative, governmental, regulatory or judicial authority to disclose part of the Confidential Information, it may disclose the Confidential Information; provided, however, that before a required disclosure, the Asset Representations Reviewer, if permitted by law, regulation, rule or order, shall use its reasonable efforts to provide the Sponsor with notice of the requirement and shall cooperate, at the Sponsor’s expense, in the Sponsor’s pursuit of a proper protective order or other relief for the disclosure of the Confidential Information. If the Sponsor is unable to obtain a protective order or other proper remedy by the date that the information is required to be disclosed, the Asset Representations Reviewer shall disclose only that part of the Confidential Information that it is advised by its legal counsel it is legally required to disclose.

6.9.5    Responsibility for Breach. The Asset Representations Reviewer shall be responsible for a breach of this Section 6.9 by its officers, directors, employees, agents, representatives or affiliates, including its legal counsel.

6.9.6    Violation. The Asset Representations Reviewer agrees that a violation of this Agreement may cause irreparable injury to the Sponsor and the Sponsor may seek injunctive relief in addition to legal remedies. If an action is initiated by the Sponsor to enforce this Section 6.9, the prevailing party shall be entitled to reimbursement of costs and expenses, including reasonable attorney’s fees, incurred by it for the enforcement.

6.10 Personally Identifiable Information.

6.10.1    Definition of Personally Identifiable Information. “Personally Identifiable Information” or “PII” means information in any format about an identifiable individual, including, name, address, phone number, e-mail address, bank or credit card account number(s), identification number(s), any other actual or assigned attribute associated with or identifiable to an individual and any information that when used separately or in combination with other information could identify an individual. “Sponsor PII” means PII furnished by the Sponsor, the Servicer or their affiliates to the Asset Representations Reviewer and PII developed or otherwise collected or acquired by the Asset Representations Reviewer in performing its obligations under this Agreement.

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6.10.2    Use of Sponsor PII. The Sponsor does not grant the Asset Representations Reviewer any rights to Sponsor PII except as provided in this Agreement. The Asset Representations Reviewer shall use Sponsor PII only to perform its obligations under this Agreement or as specifically directed in writing by the Sponsor and shall only reproduce Sponsor PII to the extent necessary for these purposes. The Asset Representations Reviewer must comply with all laws applicable to PII, Sponsor PII and the Asset Representations Reviewer’s business, including any legally required codes of conduct, including those relating to privacy, security and data protection. The Asset Representations Reviewer shall protect and secure Sponsor PII. The Asset Representations Reviewer shall implement privacy or data protection policies and procedures that comply with applicable law and this Agreement. The Asset Representations Reviewer shall implement and maintain reasonable and appropriate practices, procedures and systems, including administrative, technical and physical safeguards to (i) protect the security, confidentiality and integrity of Sponsor PII, (ii) ensure against anticipated threats or hazards to the security or integrity of Sponsor PII, (iii) protect against unauthorized access to or use of Sponsor PII and (iv) otherwise comply with its obligations under this Agreement. These safeguards include a written data security plan, employee training, information access controls, restricted disclosures, systems protections (e.g., intrusion protection, data storage protection and data transmission protection) and physical security measures.

6.10.3    Additional Limitations. In addition to the use and protection requirements described in Section 6.10.2, the Asset Representations Reviewer’s disclosure of Sponsor PII is also subject to the following requirements:

(i) the Asset Representations Reviewer shall not disclose Sponsor PII to its personnel or allow its personnel access to Sponsor PII except (A) to the Asset Representations Reviewer’s personnel who require Sponsor PII in order to perform an Asset Representations Review, (B) with the prior consent of the Sponsor or the Servicer or (C) as required by applicable law. When permitted, the disclosure of or access to Sponsor PII shall be limited to the specific information necessary for the individual to complete the assigned task. The Asset Representations Reviewer shall inform personnel with access to Sponsor PII of the confidentiality requirements in this Agreement and train its personnel with access to Sponsor PII on the proper use and protection of Sponsor PII; and

(ii) the Asset Representations Reviewer shall not sell, disclose, provide or exchange Sponsor PII with or to any third party without the prior consent of the Sponsor or the Servicer.

6.10.4    Notice of Breach. The Asset Representations Reviewer shall notify the Sponsor and the Servicer promptly in the event of an actual or reasonably suspected security breach, unauthorized access, misappropriation or other compromise of the security, confidentiality or integrity of Sponsor PII and, where applicable, immediately take action to prevent any further breach.

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6.10.5    Return or Disposal of Sponsor PII. Except where return or disposal is prohibited by applicable law, promptly on the earlier of the completion of the Asset Representations Review or the request of the Sponsor, all Sponsor PII in any medium in the Asset Representations Reviewer’s possession or under its control shall be (i) destroyed in a manner that prevents its recovery or restoration or (ii) if so directed by the Sponsor, returned to the Sponsor without the Asset Representations Reviewer retaining any actual or recoverable copies, in each case, without charge to the Sponsor or the Servicer. Where the Asset Representations Reviewer retains Sponsor PII, the Asset Representations Reviewer shall limit its further use or disclosure of Sponsor PII to that required by applicable law.

6.10.6    Compliance; Modification. The Asset Representations Reviewer shall cooperate with and provide information to the Sponsor regarding the Asset Representations Reviewer’s compliance with this Section 6.10. The Asset Representations Reviewer and the Sponsor agree to modify this Section 6.10 as necessary from time to time for either party to comply with applicable law.

6.10.7    Audit of Asset Representations Reviewer. The Asset Representations Reviewer shall permit the Sponsor and its authorized representatives to audit the Asset Representations Reviewer’s compliance with this Section 6.10 during the Asset Representations Reviewer’s normal business hours on reasonable advance notice to the Asset Representations Reviewer and not more than once during any year unless circumstances necessitate additional audits. The Asset Representations Reviewer shall also permit the Sponsor during normal business hours on reasonable advance written notice to audit any service providers used by the Asset Representations Reviewer to fulfill the Asset Representations Reviewer’s obligations under this Agreement.

6.10.8    Affiliates and Third Parties. If the Asset Representations Reviewer processes the PII of the Sponsor’s or the Servicer’s affiliates or a third party when performing an Asset Representations Review, and if such affiliate or third party is identified to the Asset Representations Reviewer, such affiliate or third party is an intended third-party beneficiary of this Section 6.10, and this Agreement is intended to benefit the affiliate or third party. The affiliate or third party shall be entitled to enforce the PII-related terms of this Agreement against the Asset Representations Reviewer as if each were a signatory to this Agreement.

6.11 Inspections of Asset Representations Reviewer.

The Asset Representations Reviewer agrees that, with reasonable prior notice not more than once during any year, it shall permit authorized representatives of the Sponsor or the Servicer, during the Asset Representations Reviewer’s normal business hours, to examine and review the books of account, records, reports and other documents and materials of the Asset Representations Reviewer relating to (a) the performance of the Asset Representations Reviewer’s obligations under this Agreement, (b) payments of fees and expenses of the Asset Representations Reviewer

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for its performance and (c) a claim made by the Asset Representations Reviewer under this Agreement. In addition, the Asset Representations Reviewer shall permit the Sponsor’s or the Servicer’s representatives to make copies and extracts of any of those documents and to discuss them with the Asset Representations Reviewer’s officers and employees. Each of the Sponsor and the Servicer shall, and shall cause its authorized representatives to, hold in confidence the information except if disclosure may be required by law or if the Sponsor or the Servicer reasonably determines that it is required to make the disclosure under this Agreement or the other Basic Documents. The Asset Representations Reviewer shall maintain all relevant books, records, reports and other documents and materials for a period of at least two years after the termination of its obligations under this Agreement.

7. Representations and Warranties

7.1. Representations and Warranties.

Upon the execution of this Agreement, the Asset Representations Reviewer represents and warrants to the Sponsor and the Trust that, unless otherwise provided, as of the date hereof:

7.1.1    Organization and Good Standing. The Asset Representations Reviewer has been duly formed and is validly existing and in good standing under the laws of its state of formation, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted.

7.1.2    Due Qualification. The Asset Representations Reviewer is duly qualified to do business as a foreign entity 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 requires such qualification, license or approval, unless the failure to obtain the qualification, license or approval would not reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

7.1.3    Power and Authority. The Asset Representations Reviewer has the power and authority to execute and deliver this Agreement and to carry out the terms of this Agreement. The Asset Representations Reviewer has the power, authority and legal right to perform its obligations under this Agreement and the Asset Representations Reviewer’s execution, delivery and performance of this Agreement have been duly authorized by the Asset Representations Reviewer by all necessary limited liability company action.

7.1.4    Binding Obligation. This Agreement, when duly executed and delivered, shall be the legal, valid and binding obligation of the Asset Representations Reviewer enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

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7.1.5    No Violation. The consummation by the Asset Representations Reviewer of this Agreement and the fulfillment by the Asset Representations Reviewer 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 certificate of formation or operating agreement (or similar organizational documents) of the Asset Representations Reviewer, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Asset Representations Reviewer 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, mortgage, deed of trust or other instrument, or violate any law or, to the best of the Asset Representations Reviewer’s knowledge, any order, rule or regulation applicable to the Asset Representations Reviewer of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer or any of its properties, which, in each case, would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

7.1.6    No Proceedings. As of the date of the Offering Documents and as of the date hereof, there were no proceedings or investigations pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Asset Representations Reviewer or its properties (A) asserting the invalidity of this Agreement, (B) seeking to prevent the completion of the transactions contemplated by this Agreement, (C) seeking any determination or ruling that might materially and adversely affect this Agreement, the performance by the Asset Representations Reviewer of its obligations under, or the validity or enforceability of, this Agreement or (D) that, individually or in the aggregate, would have a material adverse impact on investors in the notes being offered under the Offering Documents.

7.1.7 Eligibility. The Asset Representations Reviewer is an Eligible Asset Representations Reviewer (as defined in Section 6.5).

8. Miscellaneous.

8.1 GOVERNING LAW.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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8.2 Amendment.

This Agreement may be amended from time to time by a written amendment duly executed and delivered by the Asset Representations Reviewer, the Sponsor and the Trust.

8.3 Notices.

All demands, notices and communications upon or to the Asset Representations Reviewer, the Sponsor or the Trust under this Agreement shall be delivered as specified in Appendix B to the Servicing Agreement.

8.4 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.

8.5 Counterparts.

This Agreement may be executed in two or more counterparts and by different parties on separate counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

8.6 Merger and Consolidation of the Sponsor.

Any corporation, limited liability company or other entity (i) into which the Sponsor may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Sponsor shall be a party, (iii) succeeding to the business of the Sponsor or (iv) 25% or more of the voting stock (or, if not a corporation, other voting interests) of which is owned, directly or indirectly, by General Motors or Ally Financial Inc., which corporation, limited liability company or other entity in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Sponsor under this Agreement, shall be the successor to the Sponsor under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement.

8.7 Assignment.

8.7.1 Assignment. Except as stated in Sections 6.5 and 8.7.3, this Agreement may not be assigned by the Asset Representations Reviewer without the consent of the Trust and the Sponsor.

8.7.2 Benefit of the Agreement; Third-Party Beneficiaries. This Agreement is for the benefit of and shall be binding on the parties to this Agreement and their permitted successors and assigns. The Indenture Trustee, for the benefit of the Noteholders, is a third-party beneficiary of this Agreement entitled to enforce this Agreement against the Asset Representations Reviewer and the Sponsor. No other Person shall have any right or obligation under this Agreement.

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8.7.3 Merger, Consolidation or Assumption of Obligations. Any person or entity (a) into which the Asset Representations Reviewer may be merged or consolidated, (b) resulting from any merger or consolidation to which the Asset Representations Reviewer shall be a party, (c) which acquires by conveyance, transfer or lease substantially all of the assets of the Asset Representations Reviewer, or (d) succeeding to the business of the Asset Representations Reviewer, which person or entity in any of these cases is an Eligible Asset Representations Reviewer and executes an agreement of assumption to perform all obligation of the Asset Representations Reviewer under this Agreement, shall be the successor to the Asset Representations Reviewer under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement. No such transaction shall be deemed to release the Asset Representations Reviewer from any obligation under this Agreement arising prior to its resignation, removal or replacement.

8.8 Governing Document.

In the event of a conflict between the terms of the Offering Documents, the Indenture, the Pooling Agreement and this Agreement with respect to the Asset Representations Reviewer, the terms of this Agreement shall control; provided, however, that to the extent that a conflict exists as a result of an interpretation or clarification of any term of this agreement or other legislation or rulemaking by any governmental entity, including the Securities and Exchange Commission, the parties hereto agree to amend this Agreement to address any such conflict.

8.9 Non-Exclusivity.

The Sponsor and the Asset Representations Reviewer acknowledge and agree that this Agreement is not an exclusive agreement, and that that during the period that the Asset Representations Reviewer is providing Services under this Agreement, the Asset Representations Reviewer may, directly or indirectly, contract with or associate with person(s), corporations, partnerships or other entities that compete with the Sponsor. Notwithstanding the above, the Asset Representations Reviewer shall continue to observe its confidentiality obligations hereunder.

8.10 Survival.

The following Sections of this Agreement shall survive the termination of this Agreement: Sections 2, 3.3, 3.4, 5, 6 and 7.

8.11 Severability.

If any paragraph or provision of this Agreement is deemed unenforceable, then the remaining paragraphs and provisions herein shall continue in force.

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8.12 Independent Contractor.

The parties acknowledge that the Asset Representations Reviewer is acting as an independent contractor and that nothing in this Agreement shall be construed to create an agency, partnership, joint venture or employment relationship between the parties.

8.13 Entire Agreement; Modification.

This Agreement, and the material incorporated by reference, including the schedules and exhibits to this Agreement, constitutes the entire agreement between the parties and supersedes any prior or contemporaneous agreement or understanding, whether written or oral, concerning the subject matter hereof. No change or modification of, or waiver under, this Agreement shall be valid unless it is in writing and signed by duly authorized representatives of the Sponsor, the Trust and the Asset Representations Reviewer.

8.14 Waiver.

A waiver of a breach under this Agreement shall not be a waiver of any subsequent breach or default hereunder. Failure of either party to enforce compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition.

8.15 No Petition.

Notwithstanding any prior termination of this Agreement, the Asset Representations Reviewer shall not, prior to the date which is one year and one day after the final distribution with respect to the Notes to the Note Distribution Account or, with respect to the Certificates, to the Certificateholders or the Certificate Distribution Account, acquiesce, petition or otherwise invoke or cause the Trust to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Trust 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 Trust or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Trust under a federal or State bankruptcy or insolvency proceeding.

8.16 Liability of Owner Trustee.

It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by BNY Mellon Trust of Delaware, not in its individual capacity but solely as Owner Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as a personal representation, undertaking and agreement by the Owner Trustee but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on the Owner Trustee, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Trust, to perform any covenant either expressed or implied contained herein and (d) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or

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expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any related document. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Trust hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement.

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IN WITNESS WHEREOF, the Sponsor, the Trust and the Asset Representations Reviewer have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the date first above written.

ALLY BANK, as Sponsor
By:
	Name:
	Title:
CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer
By:
	Name:
	Title:
ALLY AUTO RECEIVABLES TRUST 2017-3, as the Trust
By: BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee on behalf of the Trust
By:
	Name:
	Title:

Asset Representations Review Agreement (AART 2017-3)

Attachment 1

Agreed Upon Procedures

As indicated below, certain procedures were applied to an electronic copy of the master files pertaining to the pool of receivables as of [            ], 20[    ] (the “Data Tape”) using electronic copies of the (i) retail instalment sale contract (the “Retail Contract”), (ii) evidence of title (the “Title Documents”), (iii) evidence of credit application (the “Credit Application”), and (iv) the customer correction letter, if any (collectively the “Retail Contract Information”). Certain other procedures were applied using data shown in, or derived from, electronic copies of the accounting system and other ancillary files. Capitalized terms used herein shall have the respective meanings assigned to them in Part I of Appendix A to the Servicing Agreement.

Pooling Agreement Section 3.01(a)(i)(1) – Secured by a Finance Vehicle

1. For each of the Receivables, noted that the Title Documents lists Ally Financial Inc. or another subsidiary, including but not limited to Ally Bank, and its successors as lien holder and that no other lien holder was listed.

Pooling Agreement Section 3.01(a)(i)(1) – Existing Dealer Arrangement

2. For each of the Receivables, determined that the original creditor was either the Seller or one of its subsidiaries or a Dealer for the retail sale of a Financed Vehicle in the ordinary course of business.

Pooling Agreement Section 3.01(a)(i)(1) – Existing Dealer Arrangement

3. For each of the Receivables, noted that the Dealer number field in the Data Tape was populated with a number.

Pooling Agreement Section 3.01(a)(i)(1) – Properly Executed

4. For each of the Receivables, determined that the Retail Contract includes a buyer signature on the “Buyer Signs” line near an acknowledgement of the buyer’s agreement to the terms of the contract statement.

Pooling Agreement Section 3.01(a)(i)(1) – Existing Dealer Arrangement

5. For each of the Receivables, compared the Dealer number field in the Data Tape to a list of existing Dealer numbers.

Pooling Agreement Section 3.01(a)(i)(1) – Validly Assigned

6. For each of the Receivables, determined that the original creditor assigned its interest to the Seller or one of its subsidiaries.

Pooling Agreement Section 3.01(a)(i)(2) – Valid, Binding & Enforceable Contract; First Priority Security Interest

7. For each of the Receivables, noted that the Title Documents lists Ally Financial Inc. or another subsidiary, including Ally Bank, and its successors as lien holder and that no other lien holder was listed. Step already performed in number 2 above.

Pooling Agreement Section 3.01(a)(i)(3) – Customary and Enforceable Provisions

8. For each of the Receivables, determined that the Retail Contract was documented on a blank form approved by in-house legal counsel or that legal advice had been rendered that the Retail Contract contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for realization against the collateral.

Pooling Agreement Section 3.01(a)(i)(4) – Simple Interest Contract

9. For each of the Receivables, noted that the Retail Contract is a simple finance contract or as also known in the industry as simple interest contracts where finance charges are figured on a daily basis.

Pooling Agreement Section 3.01(a)(i)(5) – Level Monthly Payments

10. For each of the Receivables, noted that the “Amount of Payments” and “One Final Payment” amount, if applicable, per the Retail Contract do not differ by an amount greater than $5, and the “Amount of Payments” amount per the Retail Contract agreed to the amount listed in the account payment field in the Data Tape, which shall amortize the Amount Financed by maturity and shall yield finance charges at the Annual Percentage Rate.

Pooling Agreement Section 3.01(a)(i)(6) – Original Term

11. For each of the Receivables, compared the original term on the Retail Contract and determined that it was not less than nine (9) monthly payments and not greater than seventy-five (75) monthly payments and a remaining term of not less than three (3) monthly payments.

Pooling Agreement Section 3.01(a)(i)(7) – One Monthly Payment

12. For each of the Receivables, compared the amount noted in the last payment received amount field and determined that at least one monthly payment was made.

Pooling Agreement Section 3.01(a)(ii)(1) – Schedule Payment Due Date

13. For each of the Receivables, compared the date noted in the date first payment due field in the Data Tape to the first payment due date as indicated in the “When Payments Are Due, Monthly beginning” section of the Retail Contract, or as applicable, the Extension History Inquiry screen print to be on or after April 4, 2011.

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Pooling Agreement Section 3.01(a)(ii)(2) – Origination Date

14. For each of the Receivables, compared the date listed in purchase date field per the Data Tape to the date listed in the account date field per the accounting system, or if no date was noted in such field, to the account date field per the accounting system was on or after February 23, 2011.

Pooling Agreement Section 3.01(a)(ii)(3) – Not 30 days Past Due

15. For each of the Receivables, noted that the next payment due date field per the Data Tape is not more than 30 days prior to the cutoff date of [May 1, 2017] of the receivables pool and was not a Liquidating Receivable per the amount noted in the last payment received amount field.

Pooling Agreement Section 3.01(a)(ii)(4) – Annual Percentage Rate

16. For each of the Receivables, compared the percentage noted in the annual percentage rate field per the Data Tape to the Annual Percentage Rate included on the Retail Contract, or as applicable, the Customer Correction Letter, and found them to be not greater than 18.00%.

Pooling Agreement Appendix B (1) – Valid and Continuing Security Interest

Satisfied by procedure number 20.

Pooling Agreement Appendix B (2) – Security Interest against Obligor

17. For each of the Receivables, compared the buyer name and the Vehicle Identification Number as listed on the Retail Contract to the Title Documents and noted that the Title Documents lists Ally Financial Inc. or another subsidiary, including Ally Bank, and its successors as lien holder and that no other lien holder was listed. Step already performed in number 2 above.

Pooling Agreement Appendix B (3) – Chattel Paper

18. For each of the Receivables, reviewed the opinion of in-house counsel to confirm that the Purchased Property constitutes “tangible chattel paper” or “electronic chattel paper” within the meaning of the applicable UCC.

Pooling Agreement Appendix B (4) – Good and Marketable Title

19. For each of the Receivables, reviewed the Title Documents to confirm that no other lien holder was listed at the time Ally Financial Inc., Ally Bank or another subsidiary’s lien was noted and the Retail Contract prohibited other lienholders.

Pooling Agreement Appendix B (5) – Filed UCC Financing Statements

Satisfied by procedure number 20.

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Pooling Agreement Appendix B (6) – No Other Security Interests

20. For each of the Receivables, reviewed the Data Tape to determine that each Receivable is only in one pool of receivables, determined that the executed transaction documents contained a Security Interest opinion of outside counsel in connection with the transaction, and determined that a recent annual UCC opinion was issued.

Pooling Agreement Appendix B (7) – One Original Contract

21. For each of the Receivables, determined that the original Retail Contract, which is (A) “tangible chattel paper,” was in the possession of the Custodian or with a third party vendor and reviewed the receivable file and other documents, if any that constitute or evidence the Purchased Property to determine that they do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than Ally Auto Assets LLC or (B) “electronic chattel paper,” the face of such Retail Contract indicates it is an “authoritative copy.”

Pooling Agreement Section 3.01(b) – Schedule of Receivables

22. For each of the Receivables, compared the original amount financed field per the Data Tape to amount listed under “Amount Financed” in the Truth-in-Lending disclosure on the contract and found them to be in agreement.

Pooling Agreement Section 3.01(c) – Compliance With Law

23. For each of the Receivables, confirmed the Retail Contract was documented on blank forms approved by in-house legal counsel or that legal advice had been rendered that it satisfied state and federal consumer credit disclosure requirements.

Pooling Agreement Section 3.01(d) – Binding Obligation

24. For each of the Receivables, determined that the Retail Contract includes a buyer signature on the “Buyer Signs” line near an acknowledgement of the buyer’s agreement to the terms of the contract statement. Step already performed in number 4 above.

Pooling Agreement Section 3.01(e) – Security Interest in Financed Vehicle

25. For each of the Receivables, compared the buyer name and the Vehicle Identification Number as listed on the Retail Contract to the Title Documents and noted that the Title Documents lists Ally Financial Inc. or another subsidiary, including Ally Bank, and its successors as lien holder and that no other lien holder was listed. Step already performed in numbers 1 and 17 above.

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Pooling Agreement Section 3.01(f) – Receivable in Force

26. For each of the Receivables, compared the current amount financed field per the Data Tape to an estimate of the current amount financed, calculated based on the original amount financed field, and the principal and interest payment amounts included in the Payment History per the accounting system, and found them to be greater than zero, reviewed the contract file for any indication of subordination or rescission and compared the buyer name and the Vehicle Identification Number as listed on the Retail Contract to the Title Documents and noted that the Title Documents lists Ally Financial Inc. or another subsidiary, including Ally Bank, and its successors as lien holder and that no other lien holder was listed. Last step already performed in number 2 above.

Pooling Agreement Section 3.01(g) – No Waiver

27. For each of the Receivables, reviewed the receivable file for any indication that such Selected Receivable had been waived, altered, or modified in any respect between the Cutoff Date and the Closing Date except to the extent set forth in the receivable file; provided that no such modification has increased the number of originally scheduled due dates or the Amount Financed.

Pooling Agreement Section 3.01(h) – No Defenses

28. For each of the Receivables, reviewed the receivable file for any indication that such Receivable had been rescinded, or that a right of setoff, counterclaim, or defense had been asserted or threatened with respect to any such Selected Receivable.

Pooling Agreement Section 3.01(i) – Insurance

29. For each of the Receivables, noted that the Retail Contract requires the buyer to maintain insurance that covers the interest of the secured party.

Pooling Agreement Section 3.01(j) – Good Title

30. For each of the Receivables, noted that the Title Documents list Ally Financial Inc. or another subsidiary, including Ally Bank, and its successors as lien holder and that no other lien holder was listed and has not been sold, transferred, assigned to any Person other than Ally Auto Assets LLC. First step already performed in test number 1 above.

Pooling Agreement Section 3.01(k) – One Original

31. For each of the Receivables, determined that the Retail Contract includes a buyer signature and there is only one original executed copy.

Pooling Agreement Section 3.01(l) – Not a Negotiable Instrument

32. For each of the Receivables, confirmed that a legal opinion of in-house counsel was delivered stating that such Receivable constitutes “chattel paper” (as such term is used in the UCC).

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Pooling Agreement Section 3.02(c) – No Liens

33. For each of the Receivables, reviewed the receivable file for any indication that such Receivable had a lien or a claim filed for work, labor or materials, and confirmed that no contribution failure with respect to any benefit plan sufficient to give rise to a lien under Section 303(K) of ERISA and no tax lien had been filed and no claim related thereto is being asserted with respect to any such Receivable.

Pooling Agreement Section 3.02(d) – Lawful Assignment

34. For each of the Receivables, determined that the Retail Contract was documented on a blank form approved by in-house legal counsel or that legal advice had been rendered that the Retail Contract provides for the sale, transfer and assignment of such Receivable.

Pooling Agreement Section 3.02(e) – All Filings Made

Satisfied by procedure number 20.

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