0001193125-17-029118 Sample Contracts

ADMINISTRATION AGREEMENT AMONG ALLY AUTO RECEIVABLES TRUST 2017-1, ISSUING ENTITY, ALLY FINANCIAL INC., ADMINISTRATOR AND DEUTSCHE BANK TRUST COMPANY AMERICAS, INDENTURE TRUSTEE DATED AS OF JANUARY 31, 2017
Administration Agreement • February 2nd, 2017 • Ally Auto Receivables Trust 2017-1 • Asset-backed securities • New York

ADMINISTRATION AGREEMENT, dated as of January 31, 2017, is among ALLY AUTO RECEIVABLES TRUST 2017-1, 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”).

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CUSTODIAN AGREEMENT BETWEEN ALLY FINANCIAL INC., CUSTODIAN AND ALLY AUTO ASSETS LLC, DEPOSITOR DATED AS OF JANUARY 31, 2017
Custodian Agreement • February 2nd, 2017 • Ally Auto Receivables Trust 2017-1 • Asset-backed securities • New York

This CUSTODIAN AGREEMENT, dated as of January 31, 2017, 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”).

SERVICING AGREEMENT AMONG ALLY FINANCIAL INC. ALLY AUTO ASSETS LLC AND ALLY AUTO RECEIVABLES TRUST 2017-1 DATED AS OF JANUARY 31, 2017
Servicing Agreement • February 2nd, 2017 • Ally Auto Receivables Trust 2017-1 • Asset-backed securities • New York

THIS SERVICING AGREEMENT, dated as of January 31, 2017, is among ALLY FINANCIAL INC., a Delaware corporation (“Ally Financial” 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 2017-1, a Delaware statutory trust (the “Issuing Entity”).

POOLING AGREEMENT BETWEEN ALLY AUTO ASSETS LLC AND ALLY BANK DATED AS OF JANUARY 31, 2017
Pooling Agreement • February 2nd, 2017 • Ally Auto Receivables Trust 2017-1 • Asset-backed securities • New York

THIS POOLING AGREEMENT, dated as of January 31, 2017, is between ALLY AUTO ASSETS LLC, a Delaware limited liability company (“Ally Auto”), and ALLY BANK, a Utah chartered bank (the “Seller”).

TRUST SALE AGREEMENT BETWEEN ALLY AUTO ASSETS LLC DEPOSITOR AND ALLY AUTO RECEIVABLES TRUST 2017-1 ISSUING ENTITY DATED AS OF JANUARY 31, 2017
Trust Sale Agreement • February 2nd, 2017 • Ally Auto Receivables Trust 2017-1 • Asset-backed securities • New York

THIS TRUST SALE AGREEMENT is made as of January 31, 2017 between ALLY AUTO ASSETS LLC, a Delaware limited liability company (the “Depositor”), and ALLY AUTO RECEIVABLES TRUST 2017-1, a Delaware statutory trust (the “Issuing Entity”).

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 JANUARY 31, 2017
Trust Agreement • February 2nd, 2017 • Ally Auto Receivables Trust 2017-1 • Asset-backed securities • Delaware

TRUST AGREEMENT, dated as of January 31, 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.

ASSET REPRESENTATIONS REVIEW AGREEMENT
Asset Representations Review Agreement • February 2nd, 2017 • Ally Auto Receivables Trust 2017-1 • Asset-backed securities • New York

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of January 31, 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 (the “Sponsor”) and ALLY AUTO RECEIVABLES TRUST 2017-1, a Delaware statutory trust (the “Trust”).

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