Trust Agreement between Ally Auto Assets LLC, as Depositor, and BNY Mellon Trust



 Exhibit 4.2 

 
  

 
 TRUST AGREEMENT

 BETWEEN 
 ALLY AUTO ASSETS LLC, 
 DEPOSITOR 

AND 

BNY MELLON TRUST OF DELAWARE, 
 OWNER TRUSTEE 
 DATED AS OF MAY 30, 2012 

 
  

 







 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	  	FORM OF THE CERTIFICATES	  	 	5	  
		 	    SECTION 3.3	  	EXECUTION, AUTHENTICATION AND DELIVERY	  	 	5	  
		 	    SECTION 3.4	  	REGISTRATION OF CERTIFICATES; REGISTRATION OF TRANSFER AND
EXCHANGE OF CERTIFICATES	  	 	6	  
		 	    SECTION 3.5	  	MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES	  	 	10	  
		 	    SECTION 3.6	  	PERSONS DEEMED CERTIFICATEHOLDERS	  	 	11	  
		 	    SECTION 3.7	  	ACCESS TO LIST OF CERTIFICATEHOLDERS’ NAMES AND
ADDRESSES	  	 	11	  
		 	    SECTION 3.8	  	MAINTENANCE OF CORPORATE TRUST OFFICE	  	 	12	  
		 	    SECTION 3.9	  	APPOINTMENT OF PAYING AGENT	  	 	12	  
		 	    SECTION 3.10	  	DEPOSITOR AS CERTIFICATEHOLDER	  	 	12	  
		 	    SECTION 3.11	  	RULE 144A INFORMATION	  	 	12	  
		
	ARTICLE IV ACTIONS BY OWNER TRUSTEE	  	 	12	  
				
		 	    SECTION 4.1	  	PRIOR NOTICE TO CERTIFICATEHOLDERS WITH RESPECT TO CERTAIN
MATTERS	  	 	13	  
		 	    SECTION 4.2	  	ACTION BY CERTIFICATEHOLDERS WITH RESPECT TO CERTAIN
MATTERS	  	 	13	  
		 	    SECTION 4.3	  	ACTION BY CERTIFICATEHOLDERS WITH RESPECT TO BANKRUPTCY	  	 	14	  
		 	    SECTION 4.4	  	RESTRICTIONS ON CERTIFICATEHOLDERS’ POWER	  	 	14	  
		 	    SECTION 4.5	  	MAJORITY CONTROL	  	 	14	  
		
	ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES	  	 	14	  
				
		 	    SECTION 5.1	  	ESTABLISHMENT OF CERTIFICATE DISTRIBUTION ACCOUNT	  	 	14	  
		 	    SECTION 5.2	  	APPLICATION OF TRUST FUNDS	  	 	15	  
		 	    SECTION 5.3	  	METHOD OF PAYMENT	  	 	16	  
		 	    SECTION 5.4	  	ACCOUNTING AND REPORTS TO THE CERTIFICATEHOLDERS, THE
INTERNAL REVENUE SERVICE AND OTHERS	  	 	16	  
		 	    SECTION 5.5	  	SIGNATURE ON RETURNS; OTHER TAX MATTERS	  	 	16	  
		
	ARTICLE VI THE OWNER TRUSTEE	  	 	16	  
				
		 	    SECTION 6.1	  	DUTIES OF OWNER TRUSTEE	  	 	16	  
		 	    SECTION 6.2	  	RIGHTS OF OWNER TRUSTEE	  	 	17	  
		 	    SECTION 6.3	  	ACCEPTANCE OF TRUSTS AND DUTIES	  	 	18	  
		 	    SECTION 6.4	  	ACTION UPON INSTRUCTION BY CERTIFICATEHOLDERS	  	 	20	  
		 	    SECTION 6.5	  	FURNISHING OF DOCUMENTS	  	 	20	  


  
 i 









									
		 	    SECTION 6.6	  	REPRESENTATIONS AND WARRANTIES OF OWNER TRUSTEE	  	 	20	  
		 	     SECTION 6.7
	  	 RELIANCE; ADVICE OF COUNSEL
	  	 	21	  
		 	     SECTION 6.8
	  	 OWNER TRUSTEE MAY OWN CERTIFICATES
AND NOTES
	  	 	21	  
		 	     SECTION 6.9
	  	 COMPENSATION AND INDEMNITY
	  	 	22	  
		 	     SECTION 6.10
	  	 REPLACEMENT OF OWNER TRUSTEE
	  	 	22	  
		 	     SECTION 6.11
	  	 MERGER OR CONSOLIDATION OF OWNER
TRUSTEE
	  	 	23	  
		 	     SECTION 6.12
	  	 APPOINTMENT OF CO-TRUSTEE OR
SEPARATE TRUSTEE
	  	 	23	  
		 	     SECTION 6.13
	  	 ELIGIBILITY REQUIREMENTS FOR OWNER
TRUSTEE
	  	 	24	  
		 	     SECTION 6.14
	  	 COMPLIANCE WITH THE FDIC RULE
	  	 	25	  
		 	     SECTION 6.15
	  	 NOTICE OF EVENTS OF DEFAULT 
	  	 	25	  
		
	 ARTICLE VII TERMINATION OF TRUST AGREEMENT
	  	 	25	  
				
		 	     SECTION 7.1
	  	 TERMINATION OF TRUST AGREEMENT
	  	 	25	  
		
	 ARTICLE VIII AMENDMENTS
	  	 	26	  
				
		 	     SECTION 8.1
	  	 AMENDMENTS WITHOUT CONSENT OF CERTIFICATEHOLDERS
OR NOTEHOLDERS
	  	 	26	  
		 	     SECTION 8.2
	  	 AMENDMENTS WITH CONSENT OF CERTIFICATEHOLDERS
AND NOTEHOLDERS
	  	 	27	  
		 	     SECTION 8.3
	  	 FORM OF AMENDMENTS
	  	 	27	  
		
	 ARTICLE IX MISCELLANEOUS
	  	 	28	  
				
		 	     SECTION 9.1
	  	 NO LEGAL TITLE TO OWNER TRUST
ESTATE
	  	 	28	  
		 	     SECTION 9.2
	  	 LIMITATIONS ON RIGHTS OF OTHERS
	  	 	28	  
		 	     SECTION 9.3
	  	 DERIVATIVE ACTIONS
	  	 	28	  
		 	     SECTION 9.4
	  	 NOTICES
	  	 	28	  
		 	     SECTION 9.5
	  	 SEVERABILITY
	  	 	29	  
		 	     SECTION 9.6
	  	 COUNTERPARTS
	  	 	29	  
		 	     SECTION 9.7
	  	 SUCCESSORS AND ASSIGNS
	  	 	29	  
		 	     SECTION 9.8
	  	 NO PETITION
	  	 	29	  
		 	     SECTION 9.9
	  	 NO RECOURSE
	  	 	29	  
		 	     SECTION 9.10
	  	 HEADINGS
	  	 	30	  
		 	     SECTION 9.11
	  	 GOVERNING LAW
	  	 	30	  
		 	     SECTION 9.12
	  	 INDEMNIFICATION BY AND REIMBURSEMENT OF
THE SERVICER
	  	 	30	  
		 	     SECTION 9.13
	  	 EFFECT OF AMENDMENT AND RESTATEMENT
	  	 	30	  
		 	     SECTION 9.14
	  	 INFORMATION TO BE PROVIDED BY THE
OWNER TRUSTEE
	  	 	31	  
			
	 EXHIBIT A
	  	         Form of Certificate
	  			
			
	 EXHIBIT B
	  	         Certificate of Trust
	  			
			
	 EXHIBIT C
	  	         Form of Undertaking Letter
	  			


  
 ii 









 TRUST AGREEMENT, dated as of May 30, 2012, 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”). 
 WHEREAS, the Depositor and the Owner Trustee previously entered into a certain Trust
Agreement, dated March 29, 2012, as amended and restated as of April 10, 2012 (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 2012-3, 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)    [reserved]; 

(g)    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 

(h)    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 an investment
trust described in Treasury Regulation Section 301.7701-4(c) that is 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 March 29, 2012, the sum of one dollar. The Owner Trustee hereby acknowledges receipt in trust from the Depositor, as
of March 29, 2012, 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 

  
 2 








 
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 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 and/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 an
investment trust described in Treasury Regulation Section 301.7701-4(c) that is 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 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 an investment trust
described in Treasury Regulation Section 301.7701-4(c) that is 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 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 an investment trust described in Treasury Regulation Section 301.7701-4(c) that is a grantor trust. Notwithstanding anything to the contrary in this Trust Agreement or otherwise, 

  
 4 








 
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 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 Certificateholder. 
 Section 3.2    Form of the Certificates. 
 (a)    The initial Certificates shall be substantially in the form of Exhibit A. 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. 
 (b)    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 fully registered. 
 (c)    The Certificates shall be issued in fully-registered form in the minimum denomination of a 1.00% Percentage Interest. The terms of the Certificates set forth in Exhibit A
shall form part of this Agreement. 
 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 a single Certificate representing the entire beneficial interest in the Trust to be
executed on behalf of the Trust, authenticated and delivered to or 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 Certificate shall be issued to and held by the Depositor, as the initial Certificateholder. 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 

  
 5 








 
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. 

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)    The 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, provided further that 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 Issuing Entity to fail to qualify as an investment trust described in Treasury Regulation Section 301.7701-4(c)
that is 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 however, that the opinion required by
clause (2) shall not be required if, 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 will be characterized as indebtedness for United States federal income tax purposes. In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the
Certificate Registrar an opinion of counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State securities law or that such transfer is otherwise being made in accordance
with all applicable federal and State securities laws. 

  
 6 








 (c)    In the event that the Depositor is no longer the
sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the
Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the
Administrator. 
 (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
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. 

(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 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 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. 

  
 7 








 (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 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 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 Internal Revenue Service Form W-8IMY accompanied with a Internal Revenue Service Form W-8BEN) 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 and/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 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 and/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 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 

  
 8 








 
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) and 3.4(k) of this Agreement. 
 (p)    Each transferee of a Certificate must 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. 
 (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 “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 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 

  
 9 








 
THE OWNER TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE U.S. 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).” 
 “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, 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 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 U.S.
SECURITIES ACT.” 
 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 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 

  
 10 









 
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. 
 (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. 

  
 11 









 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 100 White Clay Center, Suite 102, Newark, Delaware 19711, 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 BNY Mellon Trust of Delaware, and any co-paying agent chosen by BNY Mellon Trust of Delaware. BNY Mellon Trust of Delaware shall be permitted
to resign as Paying Agent upon thirty (30) days’ written notice to the Owner Trustee. If BNY Mellon Trust of Delaware shall no longer be the Paying Agent, the Owner Trustee shall 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 (the “Rule 144A Information”) specified in Rule 144A(d)(4) under the Act. 

  
 12 









 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); 

(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. 

  
 13 









 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. 

Section 4.4    Restrictions on Certificateholders’ Power.    No
Certificateholders 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 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 2012-3 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. 
 (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 and/or any investments to such
new Certificate Distribution Account. 

  
 14 









 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 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 Certificateholderes, 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 

  
 15 









 
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. 

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 therefore, if such Certificateholder shall have provided to the Certificate Registrar appropriate written instructions at least five (5) Business Days prior to such
Record Date or if not, by check mailed to such Certificateholder at the address of such Certificateholder appearing in the Certificate Register. 
 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, prepare and file 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 shall annually cause to be sent to Certificateholder a
separate statement setting forth the Certificateholder’s share of items of income, gain, loss, deduction or credit and will instruct all such Certificateholder to report such items on its federal income tax returns. The Owner Trustee 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. 
 ARTICLE VI 

THE OWNER TRUSTEE 
 Section 6.1    Duties of Owner Trustee. 

  
 16 









 (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, 4.2 or 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 an investment trust described in Treasury Regulation Section 301.7701-4(c) that is a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take action that would violate the
provisions of this Section 6.1. 
 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 

  
 17 









 
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; 

(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; 

  
 18 









 (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;
and 
 (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. 

  
 19 









 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. 
 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 

  
 20 









 
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, 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 the 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,


  
 21 









 
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; 

(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. 

  
 22 









 (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.

 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


  
 23 









 
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. 
 (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 

  
 24 









 
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
BBB- by, or such other rating as is acceptable to, Fitch, Inc. and at least Baa3 by, or such other rating as is acceptable to, Moody’s Investors Service, Inc. 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 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 

  
 25 









 
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 Depositor and distributed by the Owner Trustee to the Depositor, 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. 

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 to the covenants, restrictions or obligations of the Depositor or the Owner Trustee, (iv) 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 (v) add,
change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of 

  
 26 









 
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 an investment trust described in Treasury Regulation Section 301.7701-4(c) that is 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 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 (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 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 an investment trust described in Treasury Regulation Section 301.7701-4(c) that is 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 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
Indenture 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 

  
 27 









 
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. 
 Section
9.3    Derivative Actions.    Any provision contained herein to the contrary notwithstanding, the right of any Certificateholder to bring a derivative action in the right of the Trust is hereby made
expressly subject to the following limitations and requirements: 
 (a)    such Certificate
Owner must meet all requirements set forth in the Statutory Trust Act; and 
 (b)    no
Certificateholder 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. 

  
 28 









 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. 
 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 

  
 29 









 
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 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 30, 2012,
replace in its entirety the Original Trust Agreement; provided, however, that with respect to the period of time from March 29, 2012 through May 30, 2012, the rights and obligations of the parties shall be governed by the Original Trust
Agreement; 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.


  
 30 









 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), 1121(c), 1117 and 1119 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 1121(c) and 1104(e), 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, 2013, a report of a representative of the Owner Trustee with respect to 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, 2013, 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; 



  
 31 










	 	(iii)	 the Trust; 


  

	 	(iv)	 the Servicer; 


  

	 	(v)	 the Indenture Trustee; and 


  

	 	(vi)	 any other material transaction party. 


 (f)    In connection with the parties listed in clauses (i) through (vi) 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 2.03 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. 

*   *   *   *   * 

  
 32 









 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 and Paying Agent

		
	 By:
	 	 
	 Name:
	 	
	 Title:
	 	


  

			
	 ALLY AUTO ASSETS LLC,
 as Depositor

		
	 By:
	 	 
	 Name:
	 	
	 Title:
	 	









 EXHIBIT A 
 FORM OF CERTIFICATE 
 NO. R-
                                         
                                         
                      % PERCENTAGE INTEREST 
 SEE REVERSE FOR CERTAIN DEFINITIONS 
 THIS CERTIFICATE 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 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 A
“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE U.S. 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). 
 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, 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 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 

  
 Ex. A-1









 
THE DEPOSITOR AND THE OWNER TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE U.S. SECURITIES ACT. 

THIS 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 AND FOR WHICH THE PURCHASE AND HOLDING OF
CERTIFICATES IS ELIGIBLE AND SATISFIES ALL CONDITIONS FOR RELIEF UNDER PTCE 95-60. THIS 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 CERTIFICATE, BY ACCEPTING THIS 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. 

NO TRANSFER OF THIS 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. 
 ALLY AUTO RECEIVABLES TRUST 2012-3 
 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 

  
 Ex. A-2









 
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 Certificate does not represent an interest in or obligation of Ally Bank, Ally Auto Assets LLC or Ally Financial
Inc. 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 2012-3 (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 March 29, 2012, between the Depositor and BNY Mellon Trust of Delaware, as owner trustee (the “Owner Trustee”), as amended and restated as of April 10, 2012, and as further amended and restated as of
May 30, 2012 (the “Trust Agreement”), 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 in the Trust Agreement. 
 This Certificate is one of the duly authorized Certificates designated as Asset
Backed Certificates (the “Certificates”). This 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 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 15th day of each month, or if such 15th day is not a Business Day, the next Business Day, commencing on June 15, 2012 (each, a “Distribution Date”), to the Person in whose name this 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 last day of the preceding Monthly Period. 

The distributions in respect of this 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 Certificate shall be applied in respect of this Certificate. 

The holder of this Certificate acknowledges and agrees that its rights to receive distributions in respect of this
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 an investment trust described in Treasury
Regulation Section 301.7701-4(c) that is a grantor trust. Except as otherwise required by appropriate taxing authorities, the Depositor and the other Certificateholders by acceptance of a Certificate agree to treat, and to take no action
inconsistent with the treatment of, the Certificates for such tax purposes as interests in such a entity as described in the previous sentence. 

  
 Ex. A-3









 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, the Owner Trustee or the Trust to invoke the process of any court or governmental authority for the purpose of
commencing or sustaining a case against the Depositor or the Owner Trustee 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 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 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 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 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 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 Certificate at the office maintained for
such purpose by the Owner Trustee. 
 Reference is hereby made to the further provisions of this 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 Certificate shall not entitle the holder hereof to any
benefit under the Trust Agreement or the Servicing Agreement or be valid for any purpose. 
 THIS 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-4









 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 30, 2012	 		 	 ALLY AUTO RECEIVABLES TRUST 2012-3

				
		 		 	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-5









 REVERSE OF CERTIFICATE 

The Certificate does not represent an obligation of, or an interest in, Ally Bank, the Depositor, the Servicer, Ally
Financial Inc., 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 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 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 Certificate shall be conclusive and binding on such Holder and on all future Holders of this 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 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
Certificate is registerable in the Certificate Register upon surrender of this 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. 

The Certificate is issuable only as a registered Certificate in the minimum denomination set forth in the Trust
Agreement. As provided in the Trust Agreement and subject to certain limitations therein set forth, the Certificate is exchangeable for a new Certificate. 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 Certificate is registered as


  
 Ex. A-6









 
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-7









 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 2012-3), 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-8









 EXHIBIT B 
 CERTIFICATE OF TRUST 
 OF ALLY AUTO RECEIVABLES TRUST 2012-3

 THIS Certificate of Trust of Ally Auto Receivables Trust 2012-3 (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 2012-3. 

2. Delaware Trustee. The name and business address of the trustee of the Trust having its principal place of
business in the State of Delaware are BNY Mellon Trust of Delaware, 100 White Clay Center, Suite 102, Newark, DE 19711. 
 3. 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, DE 19801 
 BNY Mellon
Trust of Delaware, 
 as Owner Trustee of Ally Auto Receivables Trust 2012-3 
 100 White Clay Center, Suite 102 
 Newark, DE 19711 

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 2012-3, 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 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, 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; 
 (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 

  
 Ex. C-1









 
Administrator), executed originals of Internal Revenue Service Form W-9 certifying that such Certificateholder is exempt from U.S. federal backup withholding tax; 

(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 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 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 Internal Revenue Service Form W-8IMY accompanied with a Internal Revenue Service Form W-8BEN) 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; 
 (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 and/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; and 
 (7)    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