0001193125-18-205120 Sample Contracts

ADMINISTRATION AGREEMENT AMONG ALLY AUTO RECEIVABLES TRUST 2018-3, ISSUING ENTITY, ALLY BANK, ADMINISTRATOR AND DEUTSCHE BANK TRUST COMPANY AMERICAS, INDENTURE TRUSTEE DATED AS OF JUNE 27, 2018
Administration Agreement • June 27th, 2018 • Ally Auto Receivables Trust 2018-3 • Asset-backed securities • New York

ADMINISTRATION AGREEMENT, dated as of June 27, 2018, is among ALLY AUTO RECEIVABLES TRUST 2018-3, 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”).

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SERVICING AGREEMENT AMONG ALLY BANK ALLY AUTO ASSETS LLC AND ALLY AUTO RECEIVABLES TRUST 2018-3 DATED AS OF JUNE 27, 2018
Servicing Agreement • June 27th, 2018 • Ally Auto Receivables Trust 2018-3 • Asset-backed securities • New York

THIS SERVICING AGREEMENT, dated as of June 27, 2018, 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 2018-3, a Delaware statutory trust (the “Issuing Entity”).

POOLING AGREEMENT BETWEEN ALLY AUTO ASSETS LLC AND ALLY BANK DATED AS OF JUNE 27, 2018
Pooling Agreement • June 27th, 2018 • Ally Auto Receivables Trust 2018-3 • Asset-backed securities • New York

THIS POOLING AGREEMENT, dated as of June 27, 2018, 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 2018-3 ISSUING ENTITY DATED AS OF JUNE 27, 2018
Trust Sale Agreement • June 27th, 2018 • Ally Auto Receivables Trust 2018-3 • Asset-backed securities • New York

THIS TRUST SALE AGREEMENT is made as of June 27, 2018 between ALLY AUTO ASSETS LLC, a Delaware limited liability company (the “Depositor”), and ALLY AUTO RECEIVABLES TRUST 2018-3, a Delaware statutory trust (the “Issuing Entity”).

ASSET REPRESENTATIONS REVIEW AGREEMENT
Asset Representations Review Agreement • June 27th, 2018 • Ally Auto Receivables Trust 2018-3 • Asset-backed securities • New York

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of June 27, 2018 (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 2018-3, a Delaware statutory trust (the “Trust”).

CUSTODIAN AGREEMENT BETWEEN ALLY BANK, CUSTODIAN AND ALLY AUTO ASSETS LLC, DEPOSITOR DATED AS OF JUNE 27, 2018
Custodian Agreement • June 27th, 2018 • Ally Auto Receivables Trust 2018-3 • Asset-backed securities • New York

This CUSTODIAN AGREEMENT, dated as of June 27, 2018, 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”).

TRUST AGREEMENT BETWEEN ALLY AUTO ASSETS LLC, DEPOSITOR AND BNY MELLON TRUST OF DELAWARE, OWNER TRUSTEE and PAYING AGENT DATED AS OF JUNE 27, 2018
Trust Agreement • June 27th, 2018 • Ally Auto Receivables Trust 2018-3 • Asset-backed securities • Delaware

TRUST AGREEMENT, dated as of June 27, 2018, is 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”), and as paying agent.

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