ADMINISTRATION AGREEMENT AMONG ALLY AUTO RECEIVABLES TRUST 2010-3, ISSUING ENTITY, ALLY FINANCIAL INC., ADMINISTRATOR AND DEUTSCHE BANK TRUST COMPANY AMERICAS, INDENTURE TRUSTEE DATED AS OF AUGUST 18, 2010Administration Agreement • August 16th, 2010 • Ally Auto Receivables Trust 2010-3 • Asset-backed securities • New York
ADMINISTRATION AGREEMENT, dated as of August 18, 2010, among ALLY AUTO RECEIVABLES TRUST 2010-3, a Delaware statutory trust, as issuer (the “Issuing Entity”), ALLY FINANCIAL INC., a Delaware corporation, as administrator (“Ally Financial” 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”).
CUSTODIAN AGREEMENT BETWEEN ALLY FINANCIAL INC., CUSTODIAN AND ALLY AUTO ASSETS LLC, DEPOSITOR DATED AS OF AUGUST 18, 2010Custodian Agreement • August 16th, 2010 • Ally Auto Receivables Trust 2010-3 • Asset-backed securities • New York
This CUSTODIAN AGREEMENT, dated as of August 18, 2010, is made between ALLY FINANCIAL INC., a Delaware corporation, as custodian (“Ally Financial” or the “Custodian”), and ALLY AUTO ASSETS LLC, a Delaware limited liability company, as depositor (the “Depositor”).
ALLY AUTO RECEIVABLES TRUST 2010-3 $219,000,000 Asset Backed Notes, Class A-1 $397,000,000 Asset Backed Notes, Class A-2 $262,000,000 Asset Backed Notes, Class A-3 $162,740,000 Asset Backed Notes, Class A-4 ALLY AUTO ASSETS LLC (DEPOSITOR) ALLY BANK...Underwriting Agreement • August 16th, 2010 • Ally Auto Receivables Trust 2010-3 • Asset-backed securities • New York
Ally Auto Assets LLC, a Delaware limited liability company (the “Depositor”), proposes to sell to the Underwriters $219,000,000 aggregate principal balance of Class A-1 Asset Backed Notes (the “Class A-1 Notes”), $397,000,000 aggregate principal balance of Class A-2 Asset Backed Notes (the “Class A-2 Notes”), $262,000,000 aggregate principal balance of Class A-3 Asset Backed Notes (the “Class A-3 Notes”), and $162,740,000 aggregate principal balance of Class A-4 Asset Backed Notes (the “Class A-4 Notes”, and together with Class A-1 Notes, Class A-2 Notes and the Class A-3 Notes, the “Offered Notes”) of the Ally Auto Receivables Trust 2010-3 (the “Trust”), to 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 Trust is also issuing concurrently with the Offered Notes $27,120
TRUST SALE AND SERVICING AGREEMENT AMONG ALLY FINANCIAL INC. SERVICER AND CUSTODIAN ALLY AUTO ASSETS LLC DEPOSITOR AND ALLY AUTO RECEIVABLES TRUST 2010-3 ISSUING ENTITY DATED AS OF AUGUST 18, 2010Trust Sale and Servicing Agreement • August 16th, 2010 • Ally Auto Receivables Trust 2010-3 • Asset-backed securities • New York
THIS TRUST SALE AND SERVICING AGREEMENT is made as of August 18, 2010 by and among ALLY FINANCIAL INC., a Delaware corporation (generally, “Ally Financial,” and in its capacity as Custodian under the Custodian Agreement, the “Custodian” and in its capacity as Servicer under the Pooling and Servicing Agreement described below, the “Servicer”), ALLY AUTO ASSETS LLC, a Delaware limited liability company (the “Depositor”), and ALLY AUTO RECEIVABLES TRUST 2010-3, a Delaware statutory trust (the “Issuing Entity”).
POOLING AND SERVICING AGREEMENT AMONG ALLY AUTO ASSETS LLC ALLY BANK AND ALLY FINANCIAL INC. DATED AS OF AUGUST 18, 2010Pooling and Servicing Agreement • August 16th, 2010 • Ally Auto Receivables Trust 2010-3 • Asset-backed securities • New York
THIS POOLING AND SERVICING AGREEMENT, dated as of August 18, 2010, among ALLY AUTO ASSETS LLC, a Delaware limited liability company (“Ally Auto”), ALLY BANK, a Utah chartered bank (the “Seller”), and Ally Financial Inc., a Delaware corporation, as servicer (the “Servicer”).
SWAP COUNTERPARTY RIGHTS AGREEMENT AMONG THE ROYAL BANK OF SCOTLAND PLC, AS PRIMARY SWAP COUNTERPARTY ALLY AUTO RECEIVABLES TRUST 2010-3, AS ISSUING ENTITY ALLY FINANCIAL INC., AS SERVICER, CUSTODIAN, AND ADMINISTRATOR ALLY AUTO ASSETS LLC, AS...Swap Counterparty Rights Agreement • August 16th, 2010 • Ally Auto Receivables Trust 2010-3 • Asset-backed securities • New York
THIS SWAP COUNTERPARTY RIGHTS AGREEMENT, dated as of August 18, 2010 (this “Agreement”), is among THE ROYAL BANK OF SCOTLAND PLC, as Swap Counterparty (the “Primary Swap Counterparty”), ALLY AUTO RECEIVABLES TRUST 2010-3, a Delaware statutory trust (the “Trust” or the “Issuing Entity”), ALLY FINANCIAL INC., a Delaware corporation, as Seller, Servicer, Custodian, and Administrator (“Ally Financial”), ALLY AUTO ASSETS LLC, a Delaware limited liability company, as Depositor (“Ally Auto”), DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”) and as Paying Agent (the “Paying Agent”), and BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation, not in its individual capacity but solely as Owner Trustee (the “Owner Trustee”).
August 18, 2010Confirmation of Swap Transaction • August 16th, 2010 • Ally Auto Receivables Trust 2010-3 • Asset-backed securities
The purpose of this letter agreement is to confirm the terms and conditions of the Swap Transaction (the “Primary Swap”) entered into between The Royal Bank of Scotland plc (the “Counterparty”) and Ally Auto Receivables Trust 2010-3 (the “Trust”) as of the Trade Date listed below (the “Transaction”). This letter constitutes a “Confirmation” as referred to in the Primary ISDA Agreement specified below.
TRUST AGREEMENT BETWEEN ALLY AUTO ASSETS LLC, DEPOSITOR AND BNY MELLON TRUST OF DELAWARE, OWNER TRUSTEE DATED AS OF AUGUST 18, 2010Trust Agreement • August 16th, 2010 • Ally Auto Receivables Trust 2010-3 • Asset-backed securities • Delaware
TRUST AGREEMENT, dated as of August 18, 2010, between ALLY AUTO ASSETS LLC, a Delaware limited liability company, in its capacity as a depositor (the “Depositor”), and BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation, as trustee and not in its individual capacity (the “Owner Trustee”).
