0001193125-12-391101 Sample Contracts

ALLY AUTO RECEIVABLES TRUST 2012-SN1 $213,000,000 Class A-1 Asset Backed Notes $480,000,000 Class A-2 Asset Backed Notes $440,000,000 Class A-3 Asset Backed Notes $132,540,000 Class A-4 Asset Backed Notes ALLY AUTO ASSETS LLC (DEPOSITOR) ALLY BANK...
Underwriting Agreement • September 13th, 2012 • Ally Auto Receivables Trust 2012-Sn1 • Asset-backed securities • New York

Ally Auto Assets LLC, a Delaware limited liability company (the “Depositor”), proposes to sell to the Underwriters $213,000,000 aggregate principal balance of Class A-1 Asset Backed Notes (the “Class A-1 Notes”), $480,000,000 aggregate principal balance of Class A-2 Asset Backed Notes (the “Class A-2 Notes”), $440,000,000 aggregate principal balance of Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and $132,540,000 aggregate principal balance of 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 “Offered Notes”) of the Ally Auto Receivables Trust 2012-SN1 (the “Trust”), to be issued pursuant to an indenture, to be dated as of the Closing Date (as defined herein) (as amended and supplemented from time to time, the “AART Indenture”), between the Trust and Citibank, N.A., as indenture trustee (in such capacity, the “AART Indenture Trustee”). The Trust is also issuing concurrently with the Offer

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ALLY AUTO RECEIVABLES TRUST 2012-SN1 TRUST AGREEMENT BETWEEN ALLY AUTO ASSETS LLC DEPOSITOR AND DEUTSCHE BANK TRUST COMPANY DELAWARE AART OWNER TRUSTEE DATED AS OF SEPTEMBER 19, 2012
Trust Agreement • September 13th, 2012 • Ally Auto Receivables Trust 2012-Sn1 • Asset-backed securities • Delaware

TRUST AGREEMENT, dated as of September 19, 2012, between ALLY AUTO ASSETS LLC, a Delaware limited liability company, in its capacity as depositor (the “Depositor”), and DEUTSCHE BANK TRUST COMPANY DELAWARE, a Delaware banking corporation, as trustee and not in its individual capacity (the “AART Owner Trustee”).

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ADMINISTRATION AGREEMENT AMONG ALLY FINANCIAL INC. ADMINISTRATOR ALLY AUTO ASSETS LLC DEPOSITOR AND ALLY AUTO RECEIVABLES TRUST 2012-SN1 ISSUING ENTITY DATED AS OF SEPTEMBER 19, 2012
Administration Agreement • September 13th, 2012 • Ally Auto Receivables Trust 2012-Sn1 • Asset-backed securities • New York

THIS ADMINISTRATION AGREEMENT is made as of September 19, 2012 by and among ALLY FINANCIAL INC., a Delaware corporation (“Ally Financial”, which, in its capacity as administrator under this Agreement, is referred to as the “Administrator”), ALLY AUTO ASSETS LLC, a Delaware limited liability company (together with its successors and assigns the “Depositor”), and ALLY AUTO RECEIVABLES TRUST 2012-SN1, a Delaware statutory trust (the “Issuing Entity”).

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POOLING AGREEMENT BETWEEN ALLY AUTO ASSETS LLC AND ALLY BANK DATED AS OF SEPTEMBER 19, 2012
Pooling Agreement • September 13th, 2012 • Ally Auto Receivables Trust 2012-Sn1 • Asset-backed securities • New York

THIS POOLING AGREEMENT, dated as of September 19, 2012, is between ALLY AUTO ASSETS LLC, a Delaware limited liability company (together with its successors and assigns, “Ally Auto”), and ALLY BANK, a Utah chartered bank (the “Seller”).

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ACOLT 2012—SN1 SERVICING AGREEMENT BETWEEN ALLY CENTRAL ORIGINATING LEASE TRUST AND ALLY FINANCIAL INC., AS SERVICER AND CUSTODIAN DATED AS OF SEPTEMBER 19, 2012
Servicing Agreement • September 13th, 2012 • Ally Auto Receivables Trust 2012-Sn1 • Asset-backed securities • New York

THIS ACOLT 2012-SN1 SERVICING AGREEMENT, dated as of September 19, 2012 (this “Servicing Agreement” or this “Agreement”), between ALLY CENTRAL ORIGINATING LEASE TRUST, a Delaware statutory trust (“ACOLT”), and ALLY FINANCIAL INC., a Delaware corporation (“Ally Financial”), as servicer (the “Servicer”) and custodian (the “Custodian”).

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ACOLT 2012-SN1 SALE AND CONTRIBUTION AGREEMENT BETWEEN ALLY BANK, as Seller AND ALLY CENTRAL ORIGINATING LEASE TRUST DATED AS OF SEPTEMBER 19, 2012
Sale and Contribution Agreement • September 13th, 2012 • Ally Auto Receivables Trust 2012-Sn1 • Asset-backed securities • New York

THIS ACOLT 2012-SN1 SALE AND CONTRIBUTION AGREEMENT, dated as of September 19, 2012 (this “Sale and Contribution Agreement” or this “Agreement”), between ALLY CENTRAL ORIGINATING LEASE TRUST, a Delaware statutory trust (“ACOLT”), and ALLY BANK, a Utah chartered bank (“Ally Bank” and, in its capacity as seller of the Lease Assets, “Seller”).

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TRUST SALE AGREEMENT BETWEEN ALLY AUTO ASSETS LLC DEPOSITOR AND ALLY AUTO RECEIVABLES TRUST 2012-SN1 ISSUING ENTITY DATED AS OF SEPTEMBER 19, 2012
Trust Sale Agreement • September 13th, 2012 • Ally Auto Receivables Trust 2012-Sn1 • Asset-backed securities • New York

THIS TRUST SALE AGREEMENT is made as of September 19, 2012 by and between ALLY AUTO ASSETS LLC, a Delaware limited liability company (together with its successors and assigns the “Depositor”), and ALLY AUTO RECEIVABLES TRUST 2012-SN1, a Delaware statutory trust (the “Issuing Entity”).

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VAULT PLEDGE AND SECURITY AGREEMENT
Vault Pledge and Security Agreement • September 13th, 2012 • Ally Auto Receivables Trust 2012-Sn1 • Asset-backed securities • New York

THIS VAULT PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of September 19, 2012, by VEHICLE ASSET UNIVERSAL LEASING TRUST (“VAULT”), as Pledgor (the “Pledgor”), on behalf of and acknowledged by ALLY CENTRAL ORIGINATING LEASE TRUST (“ACOLT”) and in favor of any Secured Noteholder (each Secured Noteholder, a “Pledgee” and together, the “Pledgees”).

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ACOLT 2012-SN1 PULL AHEAD FUNDING AGREEMENT AMONG ALLY CENTRAL ORIGINATING LEASE TRUST, ALLY FINANCIAL INC., AS AGENT ON BEHALF OF THE LEASE OEMS AND CITIBANK, N.A., AS ACOLT INDENTURE TRUSTEE DATED AS OF SEPTEMBER 19, 2012
Funding Agreement • September 13th, 2012 • Ally Auto Receivables Trust 2012-Sn1 • Asset-backed securities • New York

THIS ACOLT 2012-SN1 PULL AHEAD FUNDING AGREEMENT, dated as of September 19, 2012, among ALLY CENTRAL ORIGINATING LEASE TRUST, a Delaware statutory trust (“ACOLT”), ALLY FINANCIAL Inc., a Delaware corporation (“Ally Financial”), as agent on behalf of each Lease OEM, and Citibank, N.A., a national banking association, as ACOLT Indenture Trustee (the “ACOLT Indenture Trustee”).

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ALLY CENTRAL ORIGINATING LEASE TRUST ACOLT 2012-SN1 SUPPLEMENT TO DECLARATION OF TRUST Between ALLY CENTRAL ORIGINATING LEASE LLC as Residual Certificateholder and DEUTSCHE BANK TRUST COMPANY DELAWARE, as ACOLT Owner Trustee Dated as of September 19, 2012
Supplement to Declaration of Trust • September 13th, 2012 • Ally Auto Receivables Trust 2012-Sn1 • Asset-backed securities • Delaware

THIS ACOLT 2012-SN1 SUPPLEMENT TO DECLARATION OF TRUST (as amended, modified or supplemented from time to time, the “ACOLT Series Supplement”), is dated and effective as of September 19, 2012 between ALLY CENTRAL ORIGINATING LEASE LLC, a Delaware limited liability company (“ACOL LLC”), as the holder of the residual interest in Ally Central Originating Lease Trust (the “Trust”) (in such capacity, the “Residual Certificateholder”) and DEUTSCHE BANK TRUST COMPANY DELAWARE, as ACOLT Owner Trustee (in such capacity, together with any successor or permitted assign, the “ACOLT Owner Trustee”).

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ALLY CENTRAL ORIGINATING LEASE LLC
Lease Agreement • September 13th, 2012 • Ally Auto Receivables Trust 2012-Sn1 • Asset-backed securities

Re: Transfer Direction re Beneficial Interest in Applicable Trust Estate and Notice of Allocation of Lease Assets to Series 2012-SN1

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