EX-4.1



 Exhibit 4.1 
  

 
  

ALLY AUTO RECEIVABLES TRUST 2018-3 

Class A-1 2.39661% Asset Backed Notes 

Class A-2 2.72% Asset Backed Notes 

Class A-3 3.00% Asset Backed Notes 

Class A-4 3.12% Asset Backed Notes 

Class B 3.31% Asset Backed Notes 

Class C 3.51% Asset Backed Notes 

Class D 3.85% Asset Backed Notes 
  

 
 INDENTURE

 Dated as of June 27, 2018 
  

 
 DEUTSCHE BANK
TRUST COMPANY AMERICAS 
 Indenture Trustee 
  

 
  







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
	  	 	2	 
			
	 SECTION 1.1
	 	 DEFINITIONS
	  	 	2	 
	 SECTION 1.2
	 	 INCORPORATION BY REFERENCE OF
TRUST INDENTURE ACT
	  	 	2	 
		
	 ARTICLE II THE NOTES
	  	 	3	 
			
	 SECTION 2.1
	 	 FORM
	  	 	3	 
	 SECTION 2.2
	 	 EXECUTION, AUTHENTICATION AND
DELIVERY
	  	 	3	 
	 SECTION 2.3
	 	 TEMPORARY NOTES
	  	 	4	 
	 SECTION 2.4
	 	 REGISTRATION OF NOTES;
REGISTRATION OF TRANSFER AND EXCHANGE OF NOTES
	  	 	5	 
	 SECTION 2.5
	 	 MUTILATED, DESTROYED, LOST OR
STOLEN NOTES
	  	 	8	 
	 SECTION 2.6
	 	 PERSONS DEEMED NOTEHOLDERS
	  	 	9	 
	 SECTION 2.7
	 	 PAYMENT OF PRINCIPAL AND
INTEREST
	  	 	9	 
	 SECTION 2.8
	 	 CANCELLATION OF NOTES
	  	 	11	 
	 SECTION 2.9
	 	 RELEASE OF COLLATERAL
	  	 	11	 
	 SECTION 2.10
	 	 BOOK-ENTRY NOTES
	  	 	12	 
	 SECTION 2.11
	 	 NOTICES TO CLEARING
AGENCY
	  	 	12	 
	 SECTION 2.12
	 	 DEFINITIVE NOTES
	  	 	12	 
	 SECTION 2.13
	 	 DEPOSITOR AS NOTEHOLDER
	  	 	13	 
	 SECTION 2.14
	 	 TAX TREATMENT
	  	 	13	 
	 SECTION 2.15
	 	 SPECIAL TERMS APPLICABLE TO
THE PRIVATE NOTES
	  	 	13	 
		
	 ARTICLE III COVENANTS
	  	 	14	 
			
	 SECTION 3.1
	 	 PAYMENT OF PRINCIPAL AND
INTEREST
	  	 	14	 
	 SECTION 3.2
	 	 MAINTENANCE OF AGENCY
OFFICE
	  	 	14	 
	 SECTION 3.3
	 	 MONEY FOR PAYMENTS TO
BE HELD IN TRUST
	  	 	15	 
	 SECTION 3.4
	 	 EXISTENCE
	  	 	16	 
	 SECTION 3.5
	 	 PROTECTION OF TRUST ESTATE;
ACKNOWLEDGMENT OF PLEDGE
	  	 	16	 
	 SECTION 3.6
	 	 OPINIONS AS TO TRUST
ESTATE
	  	 	17	 
	 SECTION 3.7
	 	 PERFORMANCE OF OBLIGATIONS;
SERVICING OF RECEIVABLES
	  	 	18	 
	 SECTION 3.8
	 	 NEGATIVE COVENANTS
	  	 	19	 
	 SECTION 3.9
	 	 ANNUAL STATEMENT AS TO
COMPLIANCE
	  	 	19	 
	 SECTION 3.10
	 	 CONSOLIDATION, MERGER, ETC., OF
ISSUING ENTITY; DISPOSITION OF TRUST ASSETS
	  	 	20	 
	 SECTION 3.11
	 	 SUCCESSOR OR TRANSFEREE
	  	 	22	 
	 SECTION 3.12
	 	 NO OTHER BUSINESS
	  	 	22	 
	 SECTION 3.13
	 	 NO BORROWING
	  	 	22	 
	 SECTION 3.14
	 	 GUARANTEES, LOANS, ADVANCES AND
OTHER LIABILITIES
	  	 	22	 
	 SECTION 3.15
	 	 SERVICER’S OBLIGATIONS
	  	 	22	 
	 SECTION 3.16
	 	 CAPITAL EXPENDITURES
	  	 	22	 
	 SECTION 3.17
	 	 REMOVAL OF ADMINISTRATOR
	  	 	23	 
	 SECTION 3.18
	 	 RESTRICTED PAYMENTS
	  	 	23	 
	 SECTION 3.19
	 	 NOTICE OF EVENTS OF
DEFAULT
	  	 	23	 


  
 i 









							
	 SECTION 3.20
	 	 FURTHER INSTRUMENTS AND
ACTS
	  	 	23	 
	 SECTION 3.21
	 	 INDENTURE TRUSTEE’S ASSIGNMENT
OF ADMINISTRATIVE RECEIVABLES AND WARRANTY RECEIVABLES
	  	 	23	 
	 SECTION 3.22
	 	 REPRESENTATIONS AND WARRANTIES BY
THE ISSUING ENTITY TO THE INDENTURE TRUSTEE
	  	 	24	 
		
	 ARTICLE IV SATISFACTION AND DISCHARGE
	  	 	24	 
			
	 SECTION 4.1
	 	 SATISFACTION AND DISCHARGE OF
INDENTURE
	  	 	24	 
	 SECTION 4.2
	 	 APPLICATION OF TRUST
MONEY
	  	 	25	 
	 SECTION 4.3
	 	 REPAYMENT OF MONIES HELD
BY PAYING AGENT
	  	 	26	 
	 SECTION 4.4
	 	 DURATION OF POSITION OF
INDENTURE TRUSTEE; SURVIVAL OF ARTICLE XII
	  	 	26	 
		
	 ARTICLE V DEFAULT AND REMEDIES
	  	 	26	 
			
	 SECTION 5.1
	 	 EVENTS OF DEFAULT
	  	 	26	 
	 SECTION 5.2
	 	 ACCELERATION OF MATURITY;
RESCISSION AND ANNULMENT
	  	 	27	 
	 SECTION 5.3
	 	 COLLECTION OF INDEBTEDNESS AND
SUITS FOR ENFORCEMENT BY INDENTURE TRUSTEE
	  	 	28	 
	 SECTION 5.4
	 	 REMEDIES; PRIORITIES
	  	 	30	 
	 SECTION 5.5
	 	 OPTIONAL PRESERVATION OF THE
RECEIVABLES
	  	 	31	 
	 SECTION 5.6
	 	 LIMITATION OF SUITS
	  	 	32	 
	 SECTION 5.7
	 	 UNCONDITIONAL RIGHTS OF NOTEHOLDERS
TO RECEIVE PRINCIPAL AND INTEREST
	  	 	32	 
	 SECTION 5.8
	 	 RESTORATION OF RIGHTS AND
REMEDIES
	  	 	33	 
	 SECTION 5.9
	 	 RIGHTS AND REMEDIES
CUMULATIVE
	  	 	33	 
	 SECTION 5.10
	 	 DELAY OR OMISSION NOT
A WAIVER
	  	 	33	 
	 SECTION 5.11
	 	 CONTROL BY NOTEHOLDERS
	  	 	33	 
	 SECTION 5.12
	 	 WAIVER OF PAST
DEFAULTS
	  	 	34	 
	 SECTION 5.13
	 	 UNDERTAKING FOR COSTS
	  	 	34	 
	 SECTION 5.14
	 	 WAIVER OF STAY OR
EXTENSION LAWS
	  	 	34	 
	 SECTION 5.15
	 	 ACTION ON NOTES
	  	 	35	 
	 SECTION 5.16
	 	 PERFORMANCE AND ENFORCEMENT OF
CERTAIN OBLIGATIONS
	  	 	35	 
	 SECTION 5.17
	 	 ASSET REPRESENTATIONS
REVIEW
	  	 	36	 
		
	 ARTICLE VI THE INDENTURE TRUSTEE
	  	 	37	 
			
	 SECTION 6.1
	 	 DUTIES OF INDENTURE
TRUSTEE
	  	 	37	 
	 SECTION 6.2
	 	 RIGHTS OF INDENTURE
TRUSTEE
	  	 	38	 
	 SECTION 6.3
	 	 INDENTURE TRUSTEE MAY OWN
NOTES
	  	 	39	 
	 SECTION 6.4
	 	 INDENTURE TRUSTEE’S
DISCLAIMER
	  	 	39	 
	 SECTION 6.5
	 	 NOTICE OF DEFAULTS
	  	 	40	 
	 SECTION 6.6
	 	 REPORTS BY INDENTURE
TRUSTEE
	  	 	40	 
	 SECTION 6.7
	 	 COMPENSATION; INDEMNITY
	  	 	41	 
	 SECTION 6.8
	 	 REPLACEMENT OF INDENTURE
TRUSTEE
	  	 	41	 
	 SECTION 6.9
	 	 MERGER OR CONSOLIDATION OF
INDENTURE TRUSTEE
	  	 	42	 
	 SECTION 6.10
	 	 APPOINTMENT OF
CO-INDENTURE TRUSTEE OR SEPARATE INDENTURE TRUSTEE
	  	 	43	 
	 SECTION 6.11
	 	 ELIGIBILITY; DISQUALIFICATION
	  	 	44	 


  
 ii 









							
	 SECTION 6.12
	 	 PREFERENTIAL COLLECTION OF CLAIMS
AGAINST THE ISSUING ENTITY
	  	 	44	 
	 SECTION 6.13
	 	 REPRESENTATIONS AND WARRANTIES OF
INDENTURE TRUSTEE
	  	 	44	 
	 SECTION 6.14
	 	 INDENTURE TRUSTEE MAY ENFORCE
CLAIMS WITHOUT POSSESSION OF NOTES
	  	 	45	 
	 SECTION 6.15
	 	 SUIT FOR ENFORCEMENT
	  	 	45	 
	 SECTION 6.16
	 	 RIGHTS OF NOTEHOLDERS TO
DIRECT INDENTURE TRUSTEE
	  	 	45	 
		
	 ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS
	  	 	45	 
			
	 SECTION 7.1
	 	 ISSUING ENTITY TO FURNISH
INDENTURE TRUSTEE NAMES AND ADDRESSES OF NOTEHOLDERS
	  	 	45	 
	 SECTION 7.2
	 	 PRESERVATION OF INFORMATION,
COMMUNICATIONS TO NOTEHOLDERS
	  	 	46	 
	 SECTION 7.3
	 	 REPORTS BY THE ISSUING
ENTITY
	  	 	46	 
	 SECTION 7.4
	 	 REPORTS BY TRUSTEE
	  	 	47	 
		
	 ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES
	  	 	47	 
			
	 SECTION 8.1
	 	 COLLECTION OF MONEY
	  	 	47	 
	 SECTION 8.2
	 	 DESIGNATED ACCOUNTS; PAYMENTS
	  	 	47	 
	 SECTION 8.3
	 	 GENERAL PROVISIONS REGARDING
ACCOUNTS
	  	 	49	 
	 SECTION 8.4
	 	 RELEASE OF TRUST
ESTATE
	  	 	49	 
	 SECTION 8.5
	 	 OPINION OF COUNSEL
	  	 	50	 
		
	 ARTICLE IX SUPPLEMENTAL INDENTURES
	  	 	50	 
			
	 SECTION 9.1
	 	 SUPPLEMENTAL INDENTURES WITHOUT
CONSENT OF NOTEHOLDERS
	  	 	50	 
	 SECTION 9.2
	 	 SUPPLEMENTAL INDENTURES WITH
CONSENT OF NOTEHOLDERS
	  	 	51	 
	 SECTION 9.3
	 	 EXECUTION OF SUPPLEMENTAL
INDENTURES
	  	 	53	 
	 SECTION 9.4
	 	 EFFECT OF SUPPLEMENTAL
INDENTURE
	  	 	53	 
	 SECTION 9.5
	 	 CONFORMITY WITH THE TRUST
INDENTURE ACT
	  	 	53	 
	 SECTION 9.6
	 	 REFERENCE IN NOTES TO
SUPPLEMENTAL INDENTURES
	  	 	54	 
		
	 ARTICLE X REDEMPTION OF NOTES
	  	 	54	 
			
	 SECTION 10.1
	 	 REDEMPTION
	  	 	54	 
	 SECTION 10.2
	 	 FORM OF REDEMPTION
NOTICE
	  	 	54	 
	 SECTION 10.3
	 	 NOTES PAYABLE ON REDEMPTION
DATE
	  	 	54	 
		
	 ARTICLE XI MISCELLANEOUS
	  	 	55	 
			
	 SECTION 11.1
	 	 COMPLIANCE CERTIFICATES AND
OPINIONS, ETC.
	  	 	55	 
	 SECTION 11.2
	 	 FORM OF DOCUMENTS DELIVERED
TO INDENTURE TRUSTEE
	  	 	56	 
	 SECTION 11.3
	 	 ACTS OF NOTEHOLDERS
	  	 	57	 
	 SECTION 11.4
	 	 NOTICES, ETC., TO INDENTURE
TRUSTEE, ISSUING ENTITY AND RATING AGENCIES
	  	 	58	 
	 SECTION 11.5
	 	 NOTICES TO NOTEHOLDERS;
WAIVER
	  	 	58	 
	 SECTION 11.6
	 	 ALTERNATE PAYMENT AND NOTICE
PROVISIONS
	  	 	59	 
	 SECTION 11.7
	 	 CONFLICT WITH THE TRUST
INDENTURE ACT
	  	 	59	 
	 SECTION 11.8
	 	 EFFECT OF HEADINGS AND
TABLE OF CONTENTS
	  	 	59	 


  
 iii 









							
	 SECTION 11.9
	 	 SUCCESSORS AND ASSIGNS
	  	 	60	 
	 SECTION 11.10
	 	 SEVERABILITY
	  	 	60	 
	 SECTION 11.11
	 	 BENEFITS OF INDENTURE
	  	 	60	 
	 SECTION 11.12
	 	 LEGAL HOLIDAYS
	  	 	60	 
	 SECTION 11.13
	 	 GOVERNING LAW
	  	 	60	 
	 SECTION 11.14
	 	 COUNTERPARTS
	  	 	60	 
	 SECTION 11.15
	 	 RECORDING OF INDENTURE
	  	 	60	 
	 SECTION 11.16
	 	 NO RECOURSE
	  	 	60	 
	 SECTION 11.17
	 	 NO PETITION
	  	 	61	 
	 SECTION 11.18
	 	 INSPECTION
	  	 	61	 
	 SECTION 11.19
	 	 INDEMNIFICATION BY AND
REIMBURSEMENT OF SERVICER
	  	 	61	 
	 SECTION 11.20
	 	 SUBORDINATION
	  	 	62	 
	 SECTION 11.21
	 	 COMPLIANCE WITH APPLICABLE
ANTI-TERRORISM AND ANTI-MONEY LAUNDERING REGULATIONS
	  	 	62	 
		
	 ARTICLE XII COMPLIANCE WITH THE FDIC RULE
	  	 	62	 
			
	 SECTION 12.1
	 	 PURPOSE
	  	 	62	 
	 SECTION 12.2
	 	 REQUIREMENTS OF FDIC RULE
	  	 	63	 
	 SECTION 12.3
	 	 PERFORMANCE
	  	 	65	 
	 SECTION 12.4
	 	 [RESERVED]
	  	 	65	 
	 SECTION 12.5
	 	 ACTIONS UPON REPUDIATION
	  	 	65	 
	 SECTION 12.6
	 	 NOTICE
	  	 	67	 
	 SECTION 12.7
	 	 RESERVATION OF RIGHTS
	  	 	67	 

  

							
	 EXHIBIT A
	 	 LOCATIONS OF SCHEDULE OF RECEIVABLES
	  	 	A-1	 
	 EXHIBIT B
	 	 NOTE DEPOSITORY AGREEMENT FOR THE NOTES
	  	 	B-1	 
	 EXHIBIT C-1
	 	 FORM OF CLASS A FIXED RATE ASSET BACKED NOTES
	  	 	C-1-1	 
	 EXHIBIT C-2
	 	 FORM OF CLASS A-2, CLASS
A-3 AND CLASS A-4 FIXED RATE ASSET BACKED NOTES
	  	 	C-2-1	 
	 EXHIBIT C-3
	 	 FORM OF CLASS B FIXED RATE ASSET BACKED NOTES
	  	 	C-3-1	 
	 EXHIBIT C-4
	 	 FORM OF CLASS C FIXED RATE ASSET BACKED NOTES
	  	 	C-4-1	 
	 EXHIBIT C-5
	 	 FORM OF CLASS D FIXED RATE ASSET BACKED NOTES
	  	 	C-5-1	 
	 EXHIBIT D
	 	 SERVICING CRITERIA TO BE ADDRESSED IN INDENTURE TRUSTEE’S ASSESSMENT OF COMPLIANCE
	  	 	D-1	 
	 EXHIBIT E
	 	 FORM OF CERTIFICATION
	  	 	E-1	 
			
	 APPENDIX A
	 	 ADDITIONAL REPRESENTATIONS AND WARRANTIES
	  	 	APP. A	 


  
 iv 








 INDENTURE, dated as of June 27, 2018, between ALLY AUTO RECEIVABLES TRUST 2018-3, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee and not in its individual capacity (the
“Indenture Trustee”). 
 Each party agrees as follows for the benefit of the other party and for the equal and ratable
benefit of the Secured Parties (only to the extent expressly provided herein): 
 GRANTING CLAUSE 

The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Secured Parties (only to the
extent expressly provided herein): 
 (a)    all right, title and interest of the Issuing Entity in, to and under the
Receivables listed on the Schedule of Receivables and all monies received thereon on and after the Cutoff Date or, with respect to any Substitute Receivables, the related Substitute Cutoff Date, exclusive of any amounts allocable to the premium for
physical damage collateral protection insurance required by the Seller or the Servicer, covering any related Financed Vehicle; 

(b)    the interest of the Issuing Entity in the security interests in the Financed Vehicles granted by Obligors pursuant
to the Receivables and, to the extent permitted by law, any accessions thereto; 
 (c)    the interest of the Issuing
Entity in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; 

(d)    the interest of the Issuing Entity in any proceeds from recourse against Dealers on the Receivables; 

(e)    all right, title and interest of the Issuing Entity in, to and under the First Step Receivables Assignment; 

(f)    all right, title and interest of the Issuing Entity in, to and under the Second Step Receivables Assignment; 

(g)    all right, title and interest of the Issuing Entity in the Reserve Account, the Collection Account and the Note
Distribution Account and in the Reserve Account Property and all funds on deposit in or other investment property credited to the Collection Account and the Note Distribution Account from time to time; 

(h)    all right, title and interest of the Issuing Entity in, to and under the Trust Sale Agreement and any other Further
Transfer Agreements, including all rights of the “Depositor” under the Pooling Agreement, the Servicing Agreement and the Custodian Agreement assigned to the Issuing Entity pursuant to the Trust Sale Agreement; and 

(i)    all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and
all payments on or under and all proceeds of every kind 







 
and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid
property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to
payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the
“Collateral”). 
 The foregoing Grant is made in trust to secure the Secured Obligations, equally and ratably without
prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. This Indenture constitutes a security agreement under the UCC. 

The foregoing Grant includes all rights, powers and options (but none of the obligations, if any) of the Issuing Entity under any agreement or
instrument included in the Collateral, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Receivables included in the Collateral and all other monies
payable under the Collateral, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Issuing Entity or otherwise and generally to do and
receive anything that the Issuing Entity is or may be entitled to do or receive under or with respect to the Collateral. 
 The Indenture
Trustee, as trustee on behalf of the Secured Parties and (only to the extent expressly provided herein) the Certificateholders, acknowledges such Grant and accepts the trusts under this Indenture in accordance with the provisions of this Indenture.

 ARTICLE I 

DEFINITIONS AND INCORPORATION BY REFERENCE 

SECTION 1.1 Definitions. Certain capitalized terms used in this Indenture shall have the respective meanings assigned to them in
Part I of Appendix A to the Servicing Agreement, dated as of the date hereof (as amended from time to time, the “Servicing Agreement”), among the Issuing Entity, Ally Auto Assets LLC and Ally Bank. All references in
this Indenture to Articles, Sections, subsections and Exhibits are to the same contained in or attached to this Indenture unless otherwise specified. All terms defined in this Indenture shall have the defined meanings when used in any certificate,
notice, Note or other document made or delivered pursuant hereto unless otherwise defined therein. The rules of construction set forth in Part II of Appendix A to the Servicing Agreement shall be applicable to this Indenture. 

SECTION 1.2 Incorporation by Reference of Trust Indenture Act. 

Whenever this Indenture refers to a provision of the TIA, such provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings: 
 “Commission” means the Securities and Exchange
Commission. 

  
 2 








 “indenture securities” means the Notes. 

“indenture security holder” means a Noteholder. 

“indenture to be qualified” means this Indenture. 

“indenture trustee” means the Indenture Trustee. 

“obligor” on the indenture securities means the Issuing Entity and any other obligor on the indenture securities. 

All other TIA terms used in this Indenture that are defined by the TIA, defined by reference to another statute or defined by a Commission
rule have the respective meanings assigned to them by such definitions. 
 ARTICLE II 

THE NOTES 
 SECTION 2.1
Form. 
 (a)    Each of the Class A-1 Notes, together, with the Indenture Trustee’s certificate of
authentication, shall be substantially in the form set forth in Exhibit C-1, each of the Class A-2 Notes, the
Class A-3 Notes and the Class A-4 Notes together, in each case, with the Indenture Trustee’s certificate of authentication, shall be substantially in the
form set forth in Exhibit C-2, each of the Class B Notes, together with the Indenture Trustee’s certificate of authentication, shall be substantially in the form set forth in Exhibit C-3, each of the Class C Notes, together with the Indenture Trustee’s certificate of authentication, shall be substantially in the form set forth in Exhibit
C-4, and each of the Class D Notes, together with the Indenture Trustee’s certificate of authentication, shall be substantially in the form set forth in Exhibit
C-5, in each case with such appropriate insertions, omissions, substitutions and other variations as are permitted or required by this Indenture and each such Note may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set
forth on the reverse thereof with an appropriate reference thereto on the face of the Note. 
 (b)    The Notes 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 Notes, as evidenced by their execution of such Notes. 

(c)    The terms of each class of Notes as provided for in Exhibits C-1,
C-2, C-3, C-4 and C-5 hereto are part of the terms of this
Indenture. 
 SECTION 2.2 Execution, Authentication and Delivery. 

(a)    Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum
denomination of $1,000 and in integral multiples 

  
 3 








 
thereof (except, if applicable, for one Note representing a residual portion of each class which may be issued in a different denomination). 

(b)    The Notes shall be executed on behalf of the Issuing Entity by any of its Authorized Officers. The signature of any
such Authorized Officer on the Notes may be manual or facsimile. 
 (c)    Notes bearing the manual or facsimile
signature of individuals who were at any time Authorized Officers of the Issuing Entity shall bind the Issuing Entity, notwithstanding that such individuals or any of them have ceased to hold such office prior to the authentication and delivery of
such Notes or did not hold such office at the date of such Notes. 
 (d)    The Indenture Trustee, in exchange for the
Grant of the Receivables and the other components of the Trust Estate, simultaneously with the Grant to the Indenture Trustee of the Receivables and the constructive delivery to the Indenture Trustee of the Receivables Files and the other assets and
components of the Trust Estate, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amount of $1,108,380,000
comprised of (i) Class A-1 Notes in the aggregate principal amount of $283,000,000, (ii) Class A-2 Notes in the aggregate principal amount of $349,000,000, (iii)
Class A-3 Notes in the aggregate principal amount of $349,000,000, (iv) Class A-4 Notes in the aggregate principal amount of $75,350,000, (v) Class B
Notes in the aggregate principal amount of $22,380,000, (vi) Class C Notes in the aggregate principal amount of $17,340,000 and (vii) Class D Notes in the aggregate principal amount of $12,310,000. The aggregate principal amount of
all Notes outstanding at any time may not exceed $1,108,380,000, except as provided in Section 2.5. 

(e)    No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless
there appears on such Note a certificate of authentication substantially in the form set forth in Exhibit C-1, C-2,
C-3, C-4 and C-5, as applicable, executed by the Indenture Trustee by the manual signature of one of its
Authorized Officers; such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 

SECTION 2.3 Temporary Notes. 

(a)    Pending the preparation of Definitive Notes, if any, the Issuing Entity may execute, and upon receipt of an Issuing
Entity Order the Indenture Trustee shall authenticate and deliver, such Temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the Definitive Notes in lieu of which they are issued and with
such variations as are consistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes. 

(b)    If Temporary Notes are issued, the Issuing Entity shall cause Definitive Notes to be prepared without unreasonable
delay. After the preparation of Definitive Notes, the Temporary Notes shall be exchangeable for Definitive Notes upon surrender of the Temporary Notes at the Agency Office of the Issuing Entity to be maintained as provided in
Section 3.2, without charge to the Noteholder. Upon surrender for cancellation of any one or more 

  
 4 








 
Temporary Notes, the Issuing Entity shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor a like principal amount of Definitive Notes of authorized
denominations. Until so delivered in exchange, the Temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes. 

SECTION 2.4 Registration of Notes; Registration of Transfer and Exchange of Notes. 

(a)    The Issuing Entity shall cause to be kept the Note Register, comprising separate registers for each class of Notes,
in which, subject to such reasonable regulations as the Issuing Entity may prescribe, the Issuing Entity shall provide for the registration of the Notes and the registration of transfers and exchanges of the Notes. The Indenture Trustee shall
initially be the Note Registrar for the purpose of registering the Notes and transfers of the Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity shall promptly appoint a successor Note Registrar or, if it elects
not to make such an appointment, assume the duties of the Note Registrar. 
 (b)    If a Person other than the Indenture
Trustee is appointed by the Issuing Entity as Note Registrar, the Issuing Entity will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note
Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof. The Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by
an Executive Officer thereof as to the names and addresses of the Noteholders and the principal amounts and number of such Notes. 

(c)    Upon surrender for registration of transfer of any Note at the Corporate Trust Office of the Indenture Trustee or
the Agency Office of the Issuing Entity (and following the delivery, in the former case, of such Notes to the Issuing Entity by the Indenture Trustee), the Issuing Entity shall execute, the Indenture Trustee shall authenticate and the Noteholder
shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes in any authorized denominations, of a like aggregate principal amount. 

(d)    At the option of the Noteholder, Notes may be exchanged for other Notes of the same class in any authorized
denominations, of a like aggregate principal amount; and upon surrender of such Notes to be exchanged at the Corporate Trust Office of the Indenture Trustee or the Agency Office of the Issuing Entity (and following the delivery, in the former case,
of such Notes to the Issuing Entity by the Indenture Trustee), the Issuing Entity shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, such Notes which the Noteholder making the
exchange is entitled to receive. 
 (e)    All Notes issued upon any registration of transfer or exchange of other Notes
shall be the valid obligations of the Issuing Entity, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. 

  
 5 








 (f)    Every Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee and the Note Registrar duly executed by, the Holder thereof or such Holder’s attorney duly authorized in
writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in The City of New York or the city in which the Corporate Trust Office of the Indenture Trustee is located, or by a member
firm of a national securities exchange, and such other documents as the Indenture Trustee may require. 
 (g)    No
service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity or Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Sections 2.3 or 9.6 not involving any transfer. 

(h)    By acquiring a Class A Note, Class B Note, Class C Note or Class D Note, each purchaser and
transferee shall be deemed to represent and warrant that either (i) it is not acquiring the Note with the plan assets of a Benefit Plan or other plan that is subject to Similar Law or (ii) (1) the acquisition and holding of the Note will
not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of Similar Law and (2) it acknowledges and agrees that a Note is not
eligible for acquisition by Benefit Plans or other plans subject to Similar Law at any time that the ratings on such Note is below investment grade or the Note has been characterized as other than indebtedness for applicable local law purposes. 

(i)    By acquiring a Class A Note, Class B Note, Class C Note or Class D Note, each purchaser and
transferee that is a Benefit Plan and its fiduciary which is representing the Benefit plan in its acquisition of the Notes (the “Plan Fiduciary”) shall be deemed to represent and warrant that (a) the decision to acquire the
Note has been made on an arm’s length basis by the Plan Fiduciary; (b) the Plan Fiduciary is independent of the Seller, the Depositor, the Administrator, the Servicer, the sponsor, the Issuing Entity, the Owner Trustee, the Indenture
Trustee, the underwriters or any of their respective affiliates (collectively, the “Transaction Parties”) and the Plan Fiduciary either: (i) is a bank as defined in Section 202 of the Investment Advisers Act of 1940, as
amended (the “Advisers Act”), or similar institution that is regulated and supervised and subject to periodic examination by a U.S. state or U.S. federal agency, (ii) is an insurance carrier which is qualified under the laws of
more than one U.S. state to perform the services of managing, acquiring or disposing of assets of an “employee benefit plan” described in Section 3(3) of ERISA or “plan” described in Section 4975(e)(1)(A) of the Code,
(iii) is an investment adviser registered under the Advisers Act, or, if not registered as an investment adviser under the Advisers Act by reason of paragraph (1) of Section 203A of the Advisers Act, is registered as an investment
adviser under the laws of the U.S. state in which it maintains its principal office and place of business, (iv) is a broker-dealer registered under the Exchange Act or (v) holds, or has under its management or control, total assets of at
least U.S. $50 million (provided that this clause (v) shall not be satisfied if the Plan Fiduciary is either (x) an individual directing his or her own individual retirement account or relative of such individual or (y) a
participant or beneficiary of such benefit plan purchasing the offered notes or a relative of such participant or beneficiary); (c) the Plan Fiduciary is capable of evaluating investment risks 

  
 6 








 
independently, both in general and with respect to particular transactions and investment strategies, including the acquisition by the Benefit Plan of the Note; (d) the Plan Fiduciary is a
“fiduciary” with respect to the Benefit Plan within the meaning of Section 3(21) of ERISA, Section 4975 of the Code, or both, and is responsible for exercising independent judgment in evaluating the Benefit Plan’s
acquisition of the Note; (e) none of the Transaction Parties has exercised any authority to cause the Benefit Plan to invest in the Note or to negotiate the terms of the Benefit Plan’s investment in the Note; and (f) the Plan
Fiduciary has been informed by the Transaction Parties: (x) that none of the Transaction Parties are undertaking to provide impartial investment advice or to give advice in a fiduciary capacity in connection with the Benefit Plan’s
acquisition of the Note and (y) of the existence and nature of the Transaction Parties’ financial interests in the Benefit Plan’s acquisition of the Note (as disclosed in the Prospectus). 

(j)    The preceding provisions of this Section 2.4 notwithstanding, the Issuing Entity shall
not be required to transfer or make exchanges, and the Note Registrar need not register transfers or exchanges, of Notes that (i) have been selected for redemption pursuant to Article X, if applicable, or (ii) are due for repayment
within fifteen (15) days of submission to the Corporate Trust Office or the Agency Office. 
 (k)    (i) A Person
other than the Depositor (or an Affiliate of the Depositor treated as the Depositor for federal income tax purposes) acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in
Section 2.14; and (ii) no sale, pledge or transfer of a Retained Note shall be made unless (A) the Depositor shall have provided prior written approval and (B) either (x) the Indenture Trustee and the
Depositor previously received the Initial Certificate Transfer Opinion or (y) counsel satisfactory to the Indenture Trustee and the Depositor has rendered an opinion to the effect that (1) such sale, pledge or transfer by the Depositor
will not cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes and (2) such Note will be characterized as indebtedness for United States federal income tax purposes; 

provided, however, that the restrictions in this Section 2.4(k) shall not apply if the Depositor
sells, transfers, conveys or assigns such Retained Note to an Affiliate of the Depositor where such Retained Notes transferred to such Affiliate represent all the Retained Notes of the Trust and the Affiliate (including a person treated as the
Affiliate for federal income tax purposes) also owns all of the Retained Certificates. Any attempted transfer in contravention of this Section 2.4(k) shall be void ab initio and the purported transferor shall continue to be
treated as the owner of the Retained Note. In addition, if for tax or other reasons it may be necessary to track such Notes (e.g., if the Notes have original issue discount), tracking conditions such as requiring that such Notes be in definitive
registered form or have a different CUSIP may be required by the Administrator as a condition to such transfer. 

(l)    After the Closing Date, a Note (or beneficial interest therein) may not be sold or transferred to a Person that
beneficially owns 100% of the Certificates of the Issuing Entity (and any other interest in the Issuing Entity treated as equity for United States federal income tax purposes); provided, however, that such sale or transfer shall be permitted
if such Person covenants and agrees in writing, in form and substance satisfactory to the Issuing Entity and Indenture Trustee, that it will not transfer its Certificates or Notes except upon prior delivery to the Indenture Trustee of an Opinion of
Counsel substantially to the effect described in Section  

  
 7 








 
2.4(k) and subject to any tracking conditions that may be imposed by the Administrator with respect to such Notes pursuant to Section 2.14(k). 

SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes. 

(a)    If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence
to its satisfaction of the destruction, loss or theft of any Note and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuing Entity and the Indenture Trustee harmless, then, in
the absence of notice to the Issuing Entity, the Note Registrar or the Indenture Trustee that such Note has been acquired by a protected purchaser, the Issuing Entity shall execute and upon the Issuing Entity’s request the Indenture Trustee
shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of a like class and aggregate principal amount; provided, however, that if any such destroyed, lost or
stolen Note, but not a mutilated Note, shall have become or within seven (7) days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuing Entity may make payment to the Holder of
such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date, if applicable, without surrender thereof. 

(b)    If, after the delivery of a replacement Note or payment in respect of a destroyed, lost or stolen Note pursuant to
subsection (a), a protected purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuing Entity and the Indenture Trustee shall be entitled to recover such replacement
Note (or such payment) from (i) any Person to whom it was delivered, (ii) the Person taking such replacement Note from the Person to whom such replacement Note was delivered or (iii) any assignee of such Person, except a protected
purchaser, and the Issuing Entity and the Indenture Trustee 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 Issuing Entity or the Indenture Trustee in
connection therewith. 
 (c)    In connection with the issuance of any replacement Note under this
Section 2.5, the Issuing Entity may require the payment by the Holder of such Note 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 all fees and expenses of the Indenture Trustee) connected therewith. 
 (d)    Any duplicate Note issued
pursuant to this Section 2.5 in replacement for any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuing Entity, whether or not the mutilated, destroyed,
lost or stolen Note shall be found at any time or be enforced by any Person, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. 

(e)    The provisions of this Section 2.5 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 Notes. 

  
 8 








 SECTION 2.6 Persons Deemed Noteholders. Prior to due presentment for registration of
transfer of any Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture Trustee shall treat the Person in whose name any Note is registered (as of the day of determination) as the Noteholder for the
purpose of receiving payments of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Issuing Entity, the Indenture Trustee nor any agent of the Issuing Entity or the
Indenture Trustee shall be affected by notice to the contrary. 
 SECTION 2.7 Payment of Principal and Interest. 

(a)    Interest on each class of Notes shall accrue in the manner set forth in Exhibit
C-1, C-2, C-3, C-4 and
C-5, as applicable for such class, at the applicable Interest Rate for such class and will be due and payable on each Distribution Date in accordance with the priorities set forth in
Section 8.2(c). Any installment of interest payable on any Note shall be punctually paid or duly provided for by a deposit by or at the direction of the Issuing Entity into the Note Distribution Account on the applicable
Distribution Date and shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the applicable Record Date, by check mailed first-class, postage prepaid to such Person’s address as it appears on the
Note Register on such Record Date; provided, however, that, unless and until Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the applicable Record Date in the
name of the Note Depository (initially, Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by the Note Depository; provided, further, that with respect to any Private
Notes (other than Private Notes registered on the applicable Record Date in the name of the Note Depository), upon written request of the Holder thereof, payment shall be made by wire transfer of immediately available funds to the account designated
by such Holder until further written notice from such Holder. 
 (b)    Prior to the occurrence of an Event of Default
and a declaration in accordance with Section 5.2(a) that the Notes have become immediately due and payable, the principal of each class of Notes shall be payable in full on the Final Scheduled Distribution Date for such
class and, to the extent of funds available therefor, in installments on the Distribution Dates (if any) preceding the Final Scheduled Distribution Date for such class, in the amounts and in accordance with the priorities set forth in
Section 8.2(c)(ii) or Section 8.2(c)(iii), as applicable. All principal payments on each class of Notes on any Distribution Date shall be made pro rata to the Noteholders of such class entitled
thereto. Any installment of principal payable on any Note shall be punctually paid or duly provided for by a deposit by or at the direction of the Issuing Entity into the Note Distribution Account on the applicable Distribution Date and shall be
paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the applicable Record Date, by check mailed first-class, postage prepaid to such Person’s address as it appears on the Note Register on such Record
Date; provided, however, that, (A) unless and until Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the Note Depository,
payment shall be made by wire transfer in immediately available funds to the account designated by the Note Depository and (B) with respect to any Private Notes (other than Private Notes registered on the applicable Record Date in the name of
the Note Depository), upon written request of the Holder thereof, payment shall 

  
 9 








 
be made by wire transfer of immediately available funds to the account designated by such Holder until further written notice from such Holder, in each case, except for: (i) the final
installment of principal on any Note; and (ii) the Redemption Price for the Notes redeemed pursuant to Section 10.1, which, in each case, shall be payable as provided herein. The funds represented by any such checks in
respect of interest or principal returned undelivered shall be held in accordance with Section 3.3. 

(c)    From and after the occurrence of an Event of Default and a declaration in accordance with
Section 5.2(a) that the Notes have become immediately due and payable, until such time as all Events of Default have been cured or waived as provided in Section 5.2(b), all interest and principal
payments shall be allocated: 
 (i)    first, an amount equal to the Aggregate Class A Interest Distributable
Amount for payment of interest on the Class A Notes; 
 (ii)    second, an amount equal to the Note Principal
Balance of the Class A Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date) for payment of
principal on the Class A Notes, sequentially by class, as follows: 
 (A)    to the Class A-1 Notes, until the Outstanding Amount of the Class A-1 Notes is reduced to zero; 

(B)    to the Class A-2 Notes, until the Outstanding Amount of
the Class A-2 Notes is reduced to zero; 
 (C)    to the Class A-3 Notes, until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and 

(D)    to the Class A-4 Notes, until the Outstanding Amount of
the Class A-4 Notes is reduced to zero; 
 (iii)    third, an amount equal
to the Aggregate Class B Interest Distributable Amount for payment of interest on the Class B Notes; 

(iv)    fourth, an amount equal to the Note Principal Balance of the Class B Notes (after giving effect to the
reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date) for payment of principal on the Class B Notes; 

(v)    fifth, an amount equal to the Aggregate Class C Interest Distributable Amount for payment of interest on the
Class C Notes; 
 (vi)    sixth, an amount equal to the Note Principal Balance of the Class C Notes (after
giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date) for payment of principal on the Class C Notes; 

  
 10 








 (vii)    seventh, an amount equal to the Aggregate Class D Interest
Distributable Amount for payment of interest on the Class D Notes; and 
 (viii)    eighth, an amount equal to the
Note Principal Balance of the Class D Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date) for
payment of principal on the Class D Notes. 
 (d)    With respect to any Distribution Date on which the final
installment of principal and interest on a class of Notes is to be paid, the Indenture Trustee on behalf of the Issuing Entity shall notify each Noteholder of record of such class as of the Record Date for such Distribution Date of the fact that the
final installment of principal of and interest on such Note is to be paid on such Distribution Date. With respect to any such class of Notes (other than in the case of redemption pursuant to Section 10.2(a)), such notice
shall be sent (i) on such Record Date by facsimile, if Book-Entry Notes are outstanding; or (ii) not later than three (3) Business Days after such Record Date in accordance with Section 11.5(a) if Definitive
Notes are outstanding, and shall specify that such final installment shall be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment and
the manner in which such payment shall be made. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.2. Within sixty (60) days of the surrender pursuant to this
Section 2.7(d) or cancellation pursuant to Section 2.8 of all of the Notes of a particular class, the Indenture Trustee if requested shall provide to the Depositor, who shall promptly deliver to
each of the Rating Agencies, written notice stating that all Notes of such class have been surrendered or canceled. 
 SECTION 2.8
Cancellation of Notes. All Notes surrendered for payment, redemption, exchange or registration of transfer shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly
canceled by the Indenture Trustee. The Issuing Entity may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuing Entity may have acquired in any manner whatsoever,
and all Notes so delivered shall be promptly canceled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section 2.8, except as expressly permitted
by this Indenture. All canceled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuing Entity shall direct by an Issuing Entity Order that
they be destroyed or returned to it; provided, however, that such Issuing Entity Order is timely and the Notes have not been previously disposed of by the Indenture Trustee. The Indenture Trustee shall certify to the Issuing Entity
upon request that surrendered Notes have been duly canceled and retained or destroyed, as the case may be. 
 SECTION 2.9 Release of
Collateral. The Indenture Trustee shall not release property from the Lien of this Indenture other than as permitted by Sections 3.21, 8.2, 8.4 and 11.1, and otherwise only upon receipt of an Issuing Entity Request
accompanied by an Officer’s Certificate, an Opinion of Counsel (to the extent required by the TIA) and Independent Certificates in accordance with TIA §§314(c) and 314(d)(1). 

  
 11 








 SECTION 2.10 Book-Entry Notes. The Notes, upon original issuance, shall be issued in the
form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, as the initial Clearing Agency, or its custodian, by or on behalf of the Issuing Entity, or in the case of the Ally Group Notes,
at the Depositor’s option, as Definitive Notes delivered to the Depositor or its representative. Such Note or Notes shall be registered on the Note Register in the name of the Note Depository, and no Note Owner shall receive a Definitive Note
representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until the Definitive Notes have been issued to Note Owners pursuant to Section 2.12: 

(a)    the provisions of this Section 2.10 shall be in full force and effect; 

(b)    the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of
this Indenture (including the payment of principal of and interest on such Notes and the giving of instructions or directions hereunder) as the sole Holder of such Notes and shall have no obligation to the Note Owners; 

(c)    to the extent that the provisions of this Section 2.10 conflict with any other provisions
of this Indenture, the provisions of this Section 2.10 shall control; 
 (d)    the rights of
the Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or the Clearing Agency Participants. Unless and until Definitive
Notes are issued pursuant to Section 2.12, the initial Clearing Agency shall make book-entry transfers between the Clearing Agency Participants and receive and transmit payments of principal of and interest on such Notes to
such Clearing Agency Participants, pursuant to the Note Depository Agreement; and 
 (e)    whenever this Indenture
requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling Class, the Clearing Agency shall be deemed to represent such percentage
only to the extent that it has (i) received instructions to such effect from Note Owners or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes; and
(ii) delivered such instructions to the Indenture Trustee. 
 SECTION 2.11 Notices to Clearing Agency. Whenever a notice or
other communication to the Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.12, the Indenture Trustee shall give all such notices
and communications specified herein to be given to Noteholders to the Clearing Agency and shall have no other obligation to the Note Owners. 

SECTION 2.12 Definitive Notes. If (i) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no
longer willing or able to properly discharge its responsibilities with respect to the Notes and the Issuing Entity is unable to locate a qualified successor; (ii) the Administrator, at its option, advises the Indenture Trustee in writing that
it elects to terminate the book-entry system through the Clearing Agency; or (iii) after the 

  
 12 








 
occurrence of an Event of Default or a Servicer Default, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Controlling
Class advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture
Trustee of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing
Agency, accompanied by registration instructions, the Issuing Entity shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuing Entity, the Note
Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee
shall recognize the Holders of the Definitive Notes as Noteholders. 
 SECTION 2.13 Depositor as Noteholder. The Depositor in its
individual or any other capacity may become the owner or pledgee of Notes of any class and may otherwise deal with the Issuing Entity or its affiliates with the same rights it would have if it were not the Depositor. 

SECTION 2.14 Tax Treatment. 

(a)    The Depositor and the Indenture Trustee, by entering into this Indenture, and the Noteholders, by acquiring any Note
or interest therein (except a Note or interest therein acquired by the Depositor or other person considered for federal income tax purposes the issuer of such Note), (i) express their intention that the Notes qualify under applicable tax law as
indebtedness secured by the Collateral, and (ii) unless otherwise required by appropriate taxing authorities, agree to treat the Notes as indebtedness secured by the Collateral for the purpose of federal income taxes (to the extent the Notes
are treated as beneficially owned by a person other than Ally Bank or its affiliates), State and local income and franchise taxes, and any other taxes imposed upon, measured by or based upon gross or net income. 

(b)    Each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest
in a Note, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information.

 (c)    Each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial
interest in a Note, agrees that the Indenture Trustee or any Paying Agent on behalf of the Issuing Entity has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding
gross-up) payable to a Noteholder or holder of an interest in a Note that fails to comply with the requirements of Section 2.14(b). 

SECTION 2.15 Special Terms Applicable to the Private Notes. 

  
 13 








 (a)    None of the Private Notes have been or will be registered under the
Securities Act or the securities laws of any other jurisdiction. Consequently, the Private Notes are not transferable other than pursuant to an exemption from the registration requirements of the Securities Act, or pursuant to an effective
registration statement under the Securities Act, and satisfaction of certain other provisions specified herein. 

(b)    Except in a sale, pledge or other transfer of the Private Notes to the Depositor or an Affiliate of the Depositor
or pursuant to Section 2.15(a), no sale, pledge or other transfer of the Private Notes or an interest in the Private Notes may be made by any person other than to a person who the transferor reasonably believes is a
“qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act (“Rule 144A”) and is purchasing for its own account (and not for the account of others) or as a fiduciary or agent
for others (which others also are QIBs) and is aware that the sale to it is being made in reliance on Rule 144A. 

(c)    Each Private Note shall bear a legend to the effect set forth in subsection (b) above. 

(d)    The Ally Group Notes shall initially be issued as Definitive Notes at the Depositor’s option. Upon the
subsequent request of the Depositor, the Ally Group Notes shall be issued as Book-Entry Notes, to be delivered to The Depository Trust Company. The Ally Group Notes may only be transferred to the extent permitted by
Section 12.2(c). 
 ARTICLE III 

COVENANTS 
 SECTION 3.1
Payment of Principal and Interest. The Issuing Entity shall duly and punctually pay the principal of and interest on the Notes in accordance with the terms of the Notes and this Indenture. On each Distribution Date and on the Redemption Date
(if applicable), the Issuing Entity shall cause amounts on deposit in the Note Distribution Account to be distributed to the Noteholders in accordance with Sections 2.7 and 8.2, less amounts properly withheld under the Code (and
applicable provisions of State, local or non-U.S. tax law) by any Person from a payment to any Noteholder of interest or principal. Any amounts so withheld shall be considered as having been paid by the
Issuing Entity to such Noteholder for all purposes of this Indenture. 
 SECTION 3.2 Maintenance of Agency Office. As long as any of
the Notes remains outstanding, the Issuing Entity shall maintain in the Borough of Manhattan, The City of New York, an office (the “Agency Office”), being an office or agency where Notes may be surrendered to the Issuing Entity for
registration of transfer or exchange, and where notices and demands to or upon the Issuing Entity in respect of the Notes and this Indenture may be served. The Issuing Entity hereby initially appoints the Indenture Trustee to serve as its agent for
the foregoing purposes. The Issuing Entity shall give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of the Agency Office. If at any time the Issuing Entity shall fail to maintain any such office
or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office of the Indenture Trustee, and the Issuing Entity hereby appoints the
Indenture Trustee as its agent to receive all such surrenders, notices and demands. 

  
 14 








 SECTION 3.3 Money for Payments To Be Held in Trust. 

(a)    As provided in Sections 8.2(a) and 8.2(b), all payments of amounts due and payable with respect to any
Notes that are to be made from amounts withdrawn from the Note Distribution Account pursuant to Section 8.2(c) shall be made on behalf of the Issuing Entity by the Indenture Trustee or by another Paying Agent, and no
amounts so withdrawn from the Note Distribution Account for payments of Notes shall be paid over to the Issuing Entity except as provided in this Section 3.3. 

(b)    On or before each Distribution Date or the Redemption Date (if applicable), the Issuing Entity shall deposit or
cause to be deposited in the Note Distribution Account pursuant to Section 4.06 of the Servicing Agreement an aggregate sum sufficient to pay the amounts then becoming due with respect to the Notes, such sum to be held in trust for the benefit
of the Persons entitled thereto. 
 (c)    The Issuing Entity shall cause each Paying Agent other than the Indenture
Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this
Section 3.3, that such Paying Agent shall: 
 (i)    hold all sums held by it for the payment
of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; 

(ii)    give the Indenture Trustee notice of any default by the Issuing Entity (or any other obligor upon the Notes) of
which it has actual knowledge in the making of any payment required to be made with respect to the Notes; 

(iii)    at any time during the continuance of any such default, upon the written request of the Indenture Trustee,
forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; 
 (iv)    immediately resign as
a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Paying Agent in effect at the time of determination; and 

(v)    comply with all requirements of the Code (and applicable provisions of State, local or non-U.S. tax law) with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection
therewith. 
 (d)    The Issuing Entity may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, by Issuing Entity Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon
which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the 

  
 15 








 
Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. 

(e)    Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying
Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for one year after such amount has become due and payable shall be discharged from such trust and be paid to the Issuing Entity on Issuing Entity
Request; and the Holder of such Note shall thereafter, as a general unsecured creditor, look only to the Issuing Entity for payment thereof (but only to the extent of the amounts so paid to the Issuing Entity), and all liability of the Indenture
Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such payment, may at the expense of the Issuing
Entity cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining shall be paid to the Issuing Entity. The Indenture Trustee may also adopt and employ, at the
expense of the Issuing Entity, any other reasonable means of notification of such payment (including, but not limited to, mailing notice of such payment to Holders whose Notes have been called but have not been surrendered for redemption or whose
right to or interest in monies due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder). 

SECTION 3.4 Existence. The Issuing Entity shall keep in full effect its existence, rights and franchises as a statutory trust under the
laws of the State of Delaware (unless it becomes, or any successor Issuing Entity hereunder is or becomes, organized under the laws of any other State or of the United States of America, in which case the Issuing Entity shall keep in full effect its
existence, rights and franchises under the laws of such other jurisdiction) and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Collateral and each other instrument or agreement included in the Trust Estate. 
 SECTION
3.5 Protection of Trust Estate; Acknowledgment of Pledge. 
 (a)    The Issuing Entity shall from time to time
execute and deliver all such supplements and amendments hereto and authorize or execute, as applicable, and prepare, deliver and file all such financing statements, continuation statements, instruments of further assurance and other instruments, and
shall take such other action necessary or advisable to: 
 (i)    maintain or preserve the Lien (and the priority
thereof) of this Indenture or carry out more effectively the purposes hereof, including by making the necessary filings of financing statements or amendments thereto within sixty (60) days after the occurrence of any of the following and by
promptly notifying the Indenture Trustee of any such filings: (A) any change in the Issuing Entity’s true legal name or any of its trade names, (B) any change in the location of the Issuing Entity’s principal place of business,
(C) any merger or consolidation or other change in the Issuing Entity’s identity or organizational structure or jurisdiction of organization in which the Issuing Entity is located for purposes of the UCC and (D) any other


  
 16 








 
change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; 

(ii)    perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture and the
priority thereof; 
 (iii)    enforce the rights of the Indenture Trustee and the Noteholders in any of the Collateral;
or 
 (iv)    preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and the Secured
Parties in such Trust Estate against the claims of all persons and parties, 
 and the Issuing Entity hereby designates the Indenture Trustee its agent and attorney-in-fact to authorize or execute any financing statement, continuation statement or other instrument required by the Indenture Trustee pursuant to this
Section 3.5. 
 (b)    The Indenture Trustee acknowledges the pledge by the Issuing Entity to
the Indenture Trustee, pursuant to the Granting Clause of this Indenture, of all the Issuing Entity’s right, title and interest in and to the Reserve Account Property in order to provide for the payment to the Securityholders and the
Servicer in accordance with Sections 4.06(c) and 4.06(d) of the Servicing Agreement, to assure availability of the amounts maintained in the Reserve Account for the benefit of the Securityholders and the Servicer. 

(c)    The Issuing Entity hereby authorizes the Indenture Trustee to file all financing statements naming the Issuing
Entity as debtor that are necessary or advisable to perfect, make effective or continue the lien and security interest of this Indenture, and authorizes the Indenture Trustee to take any such action without its signature, it being understood that
the Indenture Trustee has no obligation to effect any filings of financing or continuation statements. 
 SECTION 3.6 Opinions as to
Trust Estate. 
 (a)    On the Closing Date, the Issuing Entity shall furnish to the Indenture Trustee an Opinion of
Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the
authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this Indenture and reciting the details of such action, or stating that, in the opinion of such
counsel, no such action is necessary to make such Lien effective. 
 (b)    On or before March 15 (and, if such
date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning March 15, 2019, the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel,
such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the
authorization, execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such
action is 

  
 17 








 
necessary to maintain the Lien created by this Indenture. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of
this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to
maintain the Lien of this Indenture until March 15 in the following calendar year. 
 SECTION 3.7 Performance of Obligations;
Servicing of Receivables. 
 (a)    The Issuing Entity shall not take any action and shall use all reasonable efforts
not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment,
hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as otherwise expressly provided in this Indenture, the Servicing Agreement, the Trust Sale Agreement, the
Pooling Agreement, the Administration Agreement or such other instrument or agreement. 
 (b)    The Issuing Entity may
contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in the Basic Documents or an Officer’s Certificate of the Issuing Entity
shall be deemed to be action taken by the Issuing Entity. Initially, the Issuing Entity has contracted with the Servicer and the Administrator to assist the Issuing Entity in performing its duties under this Indenture. 

(c)    The Issuing Entity shall punctually perform and observe all of its obligations and agreements contained in this
Indenture, the other Basic Documents and in the instruments and agreements included in the Trust Estate, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this
Indenture, the Trust Sale Agreement, the Servicing Agreement and the Pooling Agreement in accordance with and within the time periods provided for herein and therein. 

(d)    If the Issuing Entity shall have knowledge of the occurrence of a Servicer Default under the Servicing Agreement,
the Issuing Entity shall promptly notify the Indenture Trustee and the Rating Agencies, and shall specify in such notice the response or action, if any, the Issuing Entity has taken or is taking with respect of such default. If a Servicer Default
shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Receivables, the Issuing Entity and the Indenture Trustee shall take all reasonable steps available to them
pursuant to the Servicing Agreement to remedy such failure. 
 (e)    Without derogating from the absolute nature of the
assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuing Entity agrees that, except as permitted by the Basic Documents, it shall not, without the prior written consent of the
Indenture Trustee or acting at the direction of the Holders of at least a majority in Outstanding Amount of the Controlling Class, as applicable in accordance with the terms of this Indenture, (i) amend, modify, waive, supplement, terminate or
surrender, or agree to 

  
 18 








 
any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral or any of the Basic Documents, or (ii) waive timely performance or observance by the
Servicer under the Servicing Agreement, the Depositor under the Servicing Agreement, the Trust Sale Agreement, the Custodian Agreement or the Pooling Agreement, the Administrator under the Administration Agreement or the Seller under the Pooling
Agreement. 
 SECTION 3.8 Negative Covenants. So long as any Notes are Outstanding, the Issuing Entity shall not: 

(a)    sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing Entity, except as
permitted in Section 3.10(b) and except the Issuing Entity may cause the Servicer to (i) collect, liquidate, sell or otherwise dispose of Receivables (including Warranty Receivables, Administrative Receivables and
Liquidating Receivables), (ii) make cash payments out of the Designated Accounts and the Certificate Distribution Account and (iii) take other actions, in each case as permitted by the Basic Documents; 

(b)    claim any credit on, or make any deduction from the principal or interest payable in respect of the Notes (other
than amounts properly withheld from such payments under the Code or applicable provision of State, local or non-U.S. tax law) or assert any claim against any present or former Noteholder by reason of the
payment of the taxes levied or assessed upon any part of the Trust Estate; 
 (c)    voluntarily commence any
insolvency, readjustment of debt, marshaling of assets and liabilities or other proceeding, or apply for an order by a court or agency or supervisory authority for the winding-up or liquidation of its affairs
or any other event specified in Section 5.1(f); or 
 (d)    either (i) permit the
validity or effectiveness of this Indenture or any other Basic Document to be impaired, or permit the Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants
or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust
Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on a Financed Vehicle and arising solely as a result of an action or
omission of the related Obligor), or (iii) permit the Lien of this Indenture not to constitute a valid first priority security interest in the Trust Estate (other than with respect to any such tax, mechanics’ or other lien). 

SECTION 3.9 Annual Statement as to Compliance. The Issuing Entity shall deliver to the Indenture Trustee on or before March 15
(and, if such date is not a Business Day, the next succeeding Business Day) of each year, beginning March 15, 2019, an Officer’s Certificate signed by an Authorized Officer, dated as of December 31 of the immediately preceding year,
in each case stating that: 
 (a)    a review of the activities of the Issuing Entity during the preceding 12-month period (or, with respect to the first such Officer’s Certificate, such period as shall have 

  
 19 








 
elapsed since the Closing Date) and of performance under this Indenture has been made under such Authorized Officer’s supervision; and 

(b)    to the best of such Authorized Officer’s knowledge, based on such review, the Issuing Entity has fulfilled all
of its obligations under this Indenture throughout such period, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such Authorized Officer and the nature and status thereof. A copy of
such certificate may be obtained by any Noteholder by a request in writing to the Issuing Entity addressed to the Corporate Trust Office of the Indenture Trustee. 

SECTION 3.10 Consolidation, Merger, etc., of Issuing Entity; Disposition of Trust Assets. 

(a)    The Issuing Entity shall not consolidate or merge with or into any other Person, unless: 

(i)    the Person (if other than the Issuing Entity) formed by or surviving such consolidation or merger shall be a
Person organized and existing under the laws of the United States of America, or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture
Trustee, the due and timely payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuing Entity to be performed or observed, all as provided
herein; 
 (ii)    immediately after giving effect to such merger or consolidation, no Default or Event of Default
shall have occurred and be continuing; 
 (iii)    the Rating Agency Condition shall have been satisfied with respect
to such transaction and such Person; 
 (iv)    any action as is necessary to maintain the Lien created by this
Indenture shall have been taken; and 
 (v)    the Issuing Entity shall have delivered to the Indenture Trustee an
Officer’s Certificate and an Opinion of Counsel addressed to the Issuing Entity, each stating: 

(A)    that such consolidation or merger and such supplemental indenture comply with this
Section 3.10; 
 (B)    that such consolidation or merger and such supplemental
indenture shall have no material adverse tax consequence to the Issuing Entity or any Financial Party; and 

(C)    that all conditions precedent herein provided for in this Section 3.10
have been complied with, which shall include any filing required by the Exchange Act. 

  
 20 








 (b)    Except as otherwise expressly permitted by this Indenture or the other
Basic Documents, the Issuing Entity shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets, including those included in the Trust Estate, to any Person, unless: 

(i)    the Person that acquires such properties or assets of the Issuing Entity (1) shall be a United States citizen
or a Person organized and existing under the laws of the United States of America or any State and (2) by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee: 

(A)    expressly assumes the due and punctual payment of the principal of and interest on all Notes and the
performance or observance of every agreement and covenant of this Indenture on the part of the Issuing Entity to be performed or observed, all as provided herein; 

(B)    expressly agrees that all right, title and interest so sold, conveyed, exchanged, transferred or
otherwise disposed of shall be subject and subordinate to the rights of the Secured Parties; 

(C)    unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and
hold harmless the Issuing Entity against and from any loss, liability or expense arising under or related to this Indenture and the Notes; and 

(D)    expressly agrees that such Person (or if a group of Persons, then one specified Person) shall make
all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; 

(ii)    immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be
continuing; 
 (iii)    the Rating Agency Condition shall have been satisfied with respect to such transaction and such
Person; 
 (iv)    any action as is necessary to maintain the Lien created by this Indenture shall have been taken; and

 (v)    the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion
of Counsel addressed to the Issuing Entity, each stating that: 
 (A)    such sale, conveyance, exchange,
transfer or disposition and such supplemental indenture comply with this Section 3.10; 

(B)    such sale, conveyance, exchange, transfer or disposition and such supplemental indenture have no
material adverse tax consequence to the Trust or to any Financial Parties; and 

  
 21 








 (C)    all conditions precedent herein provided for in this
Section 3.10 have been complied with, which shall include any filing required by the Exchange Act. 
 SECTION 3.11
Successor or Transferee. 
 (a)    Upon any consolidation or merger of the Issuing Entity in accordance with
Section 3.10(a), the Person formed by or surviving such consolidation or merger (if other than the Issuing Entity) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuing Entity
under this Indenture and the other Basic Documents with the same effect as if such Person had been named as the Issuing Entity herein. 

(b)    Upon a conveyance or transfer of substantially all the assets and properties of the Issuing Entity pursuant to
Section 3.10(b), the Issuing Entity shall be released from every covenant and agreement of this Indenture and the other Basic Documents to be observed or performed on the part of the Issuing Entity with respect to the Notes
immediately upon the delivery of written notice to the Indenture Trustee from the Person acquiring such assets and properties stating that the Issuing Entity is to be so released. 

SECTION 3.12 No Other Business. The Issuing Entity shall not engage in any business or activity other than acquiring, holding and
managing the Collateral and the proceeds therefrom in the manner contemplated by the Basic Documents, issuing the Notes and the Certificates, making payments on the Notes and the Certificates and such other activities that are necessary, suitable or
convenient to accomplish the foregoing or are incidental thereto, as set forth in Section 2.3 of the Trust Agreement. 
 SECTION 3.13
No Borrowing. The Issuing Entity shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness for money borrowed other than indebtedness for money borrowed in respect of the Notes or
otherwise in accordance with the Basic Documents. 
 SECTION 3.14 Guarantees, Loans, Advances and Other Liabilities. Except as
contemplated by this Indenture or the other Basic Documents, the Issuing Entity shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or
performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or
agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person. 

SECTION 3.15 Servicer’s Obligations. The Issuing Entity shall use its best efforts to cause the Servicer to comply
with its obligations under Sections 2.09, 4.01 and 4.02 of the Servicing Agreement. 
 SECTION 3.16 Capital Expenditures. The Issuing
Entity shall not make any expenditure (whether by long-term or operating lease or otherwise) for capital assets (either real, personal or intangible property) other than the purchase of the Receivables and other property and rights from the
Depositor pursuant to the Trust Sale Agreement. 

  
 22 








 SECTION 3.17 Removal of Administrator. So long as any Notes are Outstanding, the Issuing
Entity shall not remove the Administrator without cause unless the Rating Agency Condition shall have been satisfied in connection with such removal. 

SECTION 3.18 Restricted Payments. Except for payments of principal or interest on or redemption of the Notes, so long as any Notes are
Outstanding, the Issuing Entity shall not, directly or indirectly: 
 (a)    pay any dividend or make any distribution
(by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuing Entity or otherwise, in each case with respect to any ownership or
equity interest or similar security in or of the Issuing Entity or to the Servicer; 
 (b)    redeem, purchase, retire
or otherwise acquire for value any such ownership or equity interest or similar security; or 
 (c)    set aside or
otherwise segregate any amounts for any such purpose; 
 provided, however, that the Issuing Entity may make, or cause to be made,
distributions to the Servicer, the Depositor, the Indenture Trustee, the Owner Trustee, and the Financial Parties as permitted by, and to the extent funds are available for such purpose under, the Servicing Agreement, the Trust Agreement or the
other Basic Documents. The Issuing Entity shall not, directly or indirectly, make payments to or distributions from the Collection Account except in accordance with the Basic Documents. 

SECTION 3.19 Notice of Events of Default. The Issuing Entity agrees to give the Indenture Trustee and the Rating Agencies prompt
written notice of each Event of Default hereunder, each Servicer Default, each default on the part of the Depositor of its obligations under the Trust Sale Agreement, each default on the part of the Seller under the Pooling Agreement and each
default on the part of the Issuing Entity under Article XII. 
 SECTION 3.20 Further Instruments and Acts. Upon request of the
Indenture Trustee, the Issuing Entity shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 

SECTION 3.21 Indenture Trustee’s Assignment of Administrative Receivables and Warranty Receivables. Upon receipt of
the Administrative Purchase Payment, the Warranty Payment or the Liquidation Proceeds with respect to an Administrative Receivable, a Warranty Receivable or a Liquidating Receivable, as the case may be, the Servicer, the Warranty Purchaser or the
purchaser and assignee of the Liquidating Receivable, as applicable, shall thereupon own such purchased or repurchased Receivable, all monies due thereon, the security interest in the related Financed Vehicle, proceeds from any Insurance Policies,
proceeds from recourse against the Dealer on such Receivable and the interests in certain rebates of premiums and other amounts relating to the Insurance Policies and any documents relating thereto. Any such Administrative Receivable, Warranty
Receivable or Liquidating Receivable shall be deemed to be automatically released from the Lien of this Indenture without any action being 

  
 23 








 
taken by the Indenture Trustee upon payment of the Administrative Purchase Payment or Warranty Payment or upon receipt of the Liquidation Proceeds, as applicable, and the Servicer, Warranty
Purchaser, or purchaser or assignee of the Liquidating Receivable, as applicable, shall own such Administrative Receivable, Warranty Receivable, or Liquidating Receivable, as applicable, and all such security and documents, free of any further
obligation to the Issuing Entity, the Indenture Trustee, the Noteholders or the Certificateholders with respect thereto. If in any enforcement suit or legal proceeding it is held that the Servicer or other purchaser of an Administrative Receivable,
Warranty Receivable or Liquidating Receivable may not enforce a Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Receivable, the Indenture Trustee shall, at the Servicer’s, Warranty
Purchaser’s or such other purchaser’s or assignee’s expense, as applicable, take such steps as the Servicer, Warranty Purchaser or such other purchaser or assignee deems necessary to enforce the Receivable, including bringing suit in
the Indenture Trustee’s name or the names of the Noteholders or, pursuant to Section 4.4, the Certificateholders. 

SECTION 3.22 Representations and Warranties by the Issuing Entity to the Indenture Trustee. The Issuing Entity hereby represents and
warrants to the Indenture Trustee as follows: 
 (a)    Good Title. No Receivable has been sold, transferred,
assigned or pledged by the Issuing Entity to any Person other than the Indenture Trustee; immediately prior to the conveyance of the Receivables pursuant to this Indenture, the Issuing Entity had good and marketable title thereto, free of any Lien;
and, upon execution and delivery of this Indenture by the Issuing Entity, the Indenture Trustee shall have a Lien on all of the right, title and interest of the Issuing Entity in, to and under the Receivables, the unpaid indebtedness evidenced
thereby and the collateral security therefor, and such right, title and interest are free of any Lien other than the Lien of this Indenture; 

(b)    All Filings Made. All filings (including UCC filings) necessary in any jurisdiction to give the Indenture
Trustee a first priority perfected security interest in the Receivables shall have been made; and 

(c)    Additional Representations and Warranties. The additional representations and warranties regarding creation,
perfection and priority of security interests in the Receivables, which are attached to this Indenture as Appendix A, are true and correct to the extent they are applicable. 

ARTICLE IV 
 SATISFACTION
AND DISCHARGE 
 SECTION 4.1 Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with
respect to the Notes except as to: (i) rights of registration of transfer and exchange; (ii) substitution of mutilated, destroyed, lost or stolen Notes; (iii) rights of Noteholders to receive payments of principal thereof and interest
thereon; (iv) Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12, 3.13, 3.19, 3.21 and 11.16; (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including
the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Sections 4.2 and 4.4); and (vi) the rights of 

  
 24 








 
Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense
of the Issuing Entity, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, if: 

(a)    either: 

(i)    all Notes theretofore authenticated and delivered (other than (A) Notes that have been destroyed, lost or
stolen and that have been replaced or paid as provided in Section 2.5 and (B) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter
repaid to the Issuing Entity or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or 

(ii)    all Notes not theretofore delivered to the Indenture Trustee for cancellation: 

(A)    have become due and payable, 

(B)    will be due and payable on their respective Final Scheduled Distribution Dates within one year, or

 (C)    are to be called for redemption within one year under arrangements satisfactory to the
Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity or such Notes have been redeemed in accordance with Section 10.1, 

and the Issuing Entity, in the case of clauses (A), (B) or (C) of subsection 4.1(a)(ii) above, has irrevocably deposited or
caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an
amount sufficient to pay and discharge the entire unpaid principal and accrued interest on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on the Final Scheduled Distribution Date for such Notes or the
Redemption Date for such Notes (if such Notes have been called for redemption pursuant to Section 10.1), as the case may be; and 

(b)    the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate of the Issuing Entity, an
Opinion of Counsel and (if required by the TIA or the Indenture Trustee to the extent the Notes are not paid in full) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of
Section 11.1(a) and each stating that all conditions precedent set forth in this Section 4.1 relating to the satisfaction and discharge of this Indenture have been complied with. The Indenture
Trustee shall provide confirmation to the Issuing Entity that the Noteholders have been paid in full. 
 SECTION 4.2 Application of Trust
Money. All monies deposited with the Indenture Trustee pursuant to Section 4.1 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly
or through any 

  
 25 








 
Paying Agent, as the Indenture Trustee may determine, to the Holders of the particular Notes for the payment or redemption of which such monies have been deposited with the Indenture Trustee, of
all sums due and to become due thereon for principal and interest and to payment of any other Secured Party of all sums, if any, due or to become due to any other Secured Party under and in accordance with this Indenture; but such monies need not be
segregated from other funds except to the extent required herein, in the Servicing Agreement, or as required by law. 
 SECTION 4.3
Repayment of Monies Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all monies then held by any Paying Agent other than the Indenture Trustee under the provisions of this
Indenture with respect to such Notes shall, upon demand of the Issuing Entity, be paid to the Indenture Trustee to be held and applied according to Section 3.3 and thereupon such Paying Agent shall be released from all
further liability with respect to such monies. 
 SECTION 4.4 Duration of Position of Indenture Trustee; Survival of Article XII.
Following the payment in full of all principal and interest due to the Noteholders under the terms of the Notes and the cancellation of the Notes, until such time as all distributions due to the Certificateholders have been paid: 

(a)    the Indenture Trustee shall continue to act in the capacity as Indenture Trustee hereunder for the benefit of the
Certificateholders, for purposes of compliance with, and the Indenture Trustee shall comply with, its obligations under Sections 5.01(a), 7.02 and 7.03 of the Servicing Agreement, and under Article XII, as appropriate; 

(b)    the provisions of Article XII shall continue in effect; and 

(c)    the Indenture Trustee in such capacity shall continue to have the rights, benefits and immunities set forth in
Article VI hereof. 
 ARTICLE V 

DEFAULT AND REMEDIES 

SECTION 5.1 Events of Default. For the purposes of this Indenture, “Event of Default” wherever used herein, means any one of
the following events: 
 (a)    failure to pay the full Note Class Interest Distributable Amount to the Controlling
Class on any Distribution Date, and such default shall continue for a period of five (5) days; or 

(b)    except as set forth in Section 5.1(c), failure to pay any installment of the principal of
any Note as and when the same becomes due and payable pursuant to Section 4.06(c) of the Servicing Agreement, and such default continues unremedied for a period of thirty (30) days after there shall have been given, by registered or
certified mail, to the Servicer by the Indenture Trustee or to the Servicer and the Indenture Trustee by the Holders of not less than 25% of the Outstanding Amount of the Controlling Class, a written notice specifying such default and demanding that
it be remedied and stating that such notice is a “Notice of Default” hereunder; or 

  
 26 








 (c)    failure to pay in full the outstanding principal balance of any class
of Notes by the Final Scheduled Distribution Date for such class; or 
 (d)    default in the observance or performance
in any material respect of any covenant or agreement of the Issuing Entity made in this Indenture (other than (i) a covenant or agreement, a default in the observance or performance of which is elsewhere specifically dealt with in this
Section 5.1 or (ii) Section 12.2) which failure materially and adversely affects the rights of the Noteholders, and such default shall continue or not be cured, for a period of thirty
(30) days after there shall have been given, by registered or certified mail, to the Issuing Entity and the Depositor (or the Servicer, as applicable) by the Indenture Trustee or to the Issuing Entity and the Depositor (or the Servicer, as
applicable) and the Indenture Trustee by the Holders of at least 25% of the Outstanding Amount of the Controlling Class, a written notice specifying such default, demanding that it be remedied and stating that such notice is a “Notice of
Default” hereunder; or 
 (e)    the filing of a decree or order for relief by a court having jurisdiction in
the premises in respect of the Issuing Entity or any substantial part of the Trust Estate in an involuntary case under any applicable federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuing Entity or for any substantial part of the Trust Estate, or ordering the winding-up or liquidation of the Issuing
Entity’s affairs, and such decree or order shall remain unstayed and in effect for a period of ninety (90) consecutive days; or 

(f)    the commencement by the Issuing Entity of a voluntary case under any applicable federal or State bankruptcy,
insolvency or other similar law now or hereafter in effect, or the consent by the Issuing Entity to the entry of an order for relief in an involuntary case under any such law, or the consent by the Issuing Entity to the appointment or taking
possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuing Entity or for any substantial part of the Trust Estate, or the making by the Issuing Entity of any general assignment for the benefit
of creditors, or the failure by the Issuing Entity generally to pay its debts as such debts become due, or the taking of action by the Issuing Entity in furtherance of any of the foregoing. 

The Issuing Entity shall deliver to the Indenture Trustee, within five (5) Business Days after learning of the occurrence thereof, written notice in the
form of an Officer’s Certificate of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(d), its status and what action the Issuing Entity is taking or
proposes to take with respect thereto. 
 SECTION 5.2 Acceleration of Maturity; Rescission and Annulment. 

(a)    If an Event of Default should occur and be continuing, then and in every such case, unless the principal amount of
the Notes shall have already become due and payable, either the Indenture Trustee or the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class may declare all the Notes to be immediately due
and payable, by a notice in writing to the Issuing Entity (and to the Indenture Trustee if given by the Noteholders) setting forth the Event or Events of Default, and upon any such declaration the 

  
 27 








 
unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. 

(b)    At any time after such declaration of acceleration of maturity of the Notes has been made and before a judgment or
decree for payment of the money due thereunder has been obtained by the Indenture Trustee as hereinafter provided in this Article V, the Holders of Notes representing a majority of the Outstanding Amount of the Controlling Class, by written
notice to the Issuing Entity and the Indenture Trustee, may waive all Defaults set forth in the notice delivered pursuant to Section 5.2(a), and rescind and annul such declaration and its consequences; provided, that
no such rescission and annulment shall extend to or affect any other Default or impair any right consequent thereto; and provided further, that if the Indenture Trustee shall have proceeded to enforce any right under this Indenture and
such Proceedings shall have been discontinued or abandoned because of such rescission and annulment or for any other reason, or such Proceedings shall have been determined adversely to the Indenture Trustee, then and in every such case, the
Indenture Trustee, the Issuing Entity and the Noteholders, as the case may be, shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Indenture Trustee, the Issuing Entity and the
Noteholders, as the case may be, shall continue as though no such Proceedings had been commenced. 
 SECTION 5.3 Collection of
Indebtedness and Suits for Enforcement by Indenture Trustee. 
 (a)    The Issuing Entity covenants that if an Event
of Default occurs and such Event of Default has not been waived pursuant to Section 5.12 (or rescinded pursuant to Section 5.2(b)), the Issuing Entity shall, upon demand of the Indenture Trustee,
pay to the Indenture Trustee, for the ratable benefit of the Noteholders in accordance with their respective outstanding principal amounts, the whole amount then due and payable on such Notes for principal and interest, with interest upon the
overdue principal, at the rate borne by the Notes and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the
Indenture Trustee and its agents and counsel. 
 (b)    If the Issuing Entity shall fail forthwith to pay such amounts
upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, may enforce the same
against the Issuing Entity or other obligor upon such Notes and may collect in the manner provided by law out of the property of the Issuing Entity or other obligor upon such Notes, wherever situated, the monies adjudged or decreed to be payable.

 (c)    If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in
Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such
rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by
this Indenture or by applicable law. 

  
 28 








 (d)    If there shall be pending, relative to the Issuing Entity or any other
obligor upon the Notes or any Person having or claiming an ownership interest in the Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or other similar law, or if a
receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuing Entity or its property or such other obligor or Person, or in case of any
other comparable judicial Proceedings relative to the Issuing Entity or other obligor upon the Notes, or to the creditors or property of the Issuing Entity or such other obligor, the Indenture Trustee, irrespective of whether the principal of any
Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be
entitled and empowered, by intervention in such Proceedings or otherwise: 
 (i)    to file and prove a claim or claims
for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for
reasonable compensation to the Indenture Trustee and each predecessor trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and
each predecessor trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings; 

(ii)    unless prohibited by applicable law and regulations, to vote on behalf of the Holders of Notes in any election of
a trustee, a standby trustee or Person performing similar functions in any such Proceedings; 
 (iii)    to collect and
receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and 

(iv)    to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the
claims of the Indenture Trustee or the Holders of Notes allowed in any judicial proceedings relative to the Issuing Entity, its creditors and its property; 

and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make
payments to the Indenture Trustee for application in accordance with the priorities set forth in the Basic Documents, and, if the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee
such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by
the Indenture Trustee and each predecessor trustee except as a result of negligence or bad faith. 
 (e)    Nothing
herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the
rights 

  
 29 








 
of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in
bankruptcy or similar Person. 
 (f)    All rights of action and of asserting claims under this Indenture, or under any
of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such Proceedings instituted by the Indenture Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Trustee and their respective agents and
attorneys, shall be for the benefit of the Secured Parties in accordance with the priorities set forth in the Basic Documents. 

(g)    In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any
provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholder a party to any such Proceedings. 

SECTION 5.4 Remedies; Priorities. 

(a)    If an Event of Default shall have occurred and be continuing and the Notes have been accelerated under
Section 5.2(a), the Indenture Trustee may do one or more of the following (subject to Sections 5.3 and 5.5): 

(i)    institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then
due and payable on the Notes or under this Indenture with respect thereto, whether by declaration of acceleration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity and any other obligor upon such Notes monies adjudged
due; 
 (ii)    institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with
respect to the Trust Estate; 
 (iii)    exercise any remedies of a secured party under the UCC and take any other
appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and 

(iv)    sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private
sales called and conducted in any manner permitted by law or elect to have the Issuing Entity maintain possession of the Receivables and continue to apply collections on such Receivables as if there had been no declaration of acceleration; 

provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default and
acceleration of the Notes, unless (i) (A) the Holders of all of the aggregate Outstanding Amount of the Notes consent thereto or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in
full the principal of and the accrued interest on the Notes, at the date of such sale or liquidation or (C) (x) there has 

  
 30 








 
been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure
to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as and when they would have
become due if the Notes had not been declared due and payable, and (z) the Indenture Trustee obtains the consent of Holders of 66 2/3% of the Outstanding Amount of the Controlling Class and (ii) ten (10) days’ prior written
notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior thereto.
In determining such sufficiency or insufficiency with respect to clauses (B) and (C), the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national
reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose; 
 provided, however,
that prior to the exercise of the right to sell all or any portion of the Trust Estate as provided herein, the Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to the Depositor and the Owner Trustee) (the
“Event of Default Sale Notice”) of its intention to sell all or any portion of the Trust Estate (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Trust Estate, the
portion of the Trust Estate to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Depositor). 

(b)    If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the
money or property in the following order: 
 FIRST: to the Indenture Trustee for amounts due under
Section 6.7, then to the Owner Trustee for amounts due to the Owner Trustee (not including amounts due for payments to the Certificateholders) under the Trust Agreement or the Servicing Agreement and then to the Asset
Representations Reviewer for amounts due to the Asset Representations Reviewer under the Asset Representations Review Agreement and then to the Administrator for amounts due to the Administrator under the Administration Agreement; and 

SECOND: to the Collection Account, for distribution pursuant to Sections 8.01(b) and 8.01(e) of the Servicing Agreement. 

SECTION 5.5 Optional Preservation of the Receivables. If the Notes have been declared to be due and payable under
Section 5.2 following an Event of Default and such declaration and its consequences have not been rescinded and annulled in accordance with Section 5.2(b), the Indenture Trustee may, but need not,
elect to take and maintain possession of the Trust Estate. It is the desire of the parties hereto and the Secured Parties that there be at all times sufficient funds for the payment of the Secured Obligations to the Secured Parties and the Indenture
Trustee shall take such desire into account when determining whether or not to take 

  
 31 








 
and maintain possession of the Trust Estate. In determining whether to take and maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion
of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. 

SECTION 5.6 Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, except in accordance with Section 2.04(c) of the Trust Sale Agreement, unless: 

(a)    such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; 

(b)    the Holders of not less than 25% of the Outstanding Amount of the Controlling Class have made written request
to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; 

(c)    such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and
liabilities to be incurred in complying with such request; 
 (d)    the Indenture Trustee for sixty (60) days
after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and 

(e)    no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty
(60) day period by the Holders of a majority of the Outstanding Amount of the Controlling Class; 
 it being understood and intended that no one or
more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or
preference over any other Holders of Notes or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable (on the basis of the respective aggregate amount of principal and interest, respectively, due
and unpaid on the Notes held by each Noteholder) and common benefit of all holders of Notes. For the protection and enforcement of the provisions of this Section 5.6, each and every Noteholder shall be entitled to such
relief as can be given either at law or in equity. 
 If the Indenture Trustee shall receive conflicting or inconsistent requests and
indemnity from two or more groups of Holders of Notes, each representing less than a majority of the Outstanding Amount of the Controlling Class, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken,
notwithstanding any other provisions of this Indenture. 
 SECTION 5.7 Unconditional Rights of Noteholders To Receive Principal and
Interest. Notwithstanding any other provisions in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest on such Note on or after the respective due
dates thereof expressed in such Note or in 

  
 32 








 
this Indenture (or, in the case of redemption, if applicable, on or after the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired
without the consent of such Holder. 
 SECTION 5.8 Restoration of Rights and Remedies. If the Indenture Trustee or any Noteholder has
instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or to such Noteholder, then and in every
such case the Issuing Entity, the Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally to their respective former positions hereunder, and thereafter all rights and remedies of the
Indenture Trustee and the Noteholders shall continue as though no such Proceeding had been instituted. 
 SECTION 5.9 Rights and Remedies
Cumulative. No right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy. 
 SECTION 5.10 Delay or Omission Not a Waiver. No delay or
omission of the Indenture Trustee or any Holder of any Note to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an
acquiescence therein. Every right and remedy given by this Article V or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the
Noteholders, as the case may be. 
 SECTION 5.11 Control by Noteholders. The Holders of a majority of the Outstanding Amount of the
Controlling Class shall, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Indenture Trustee, have the right to direct in writing the time, method and place of conducting
any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, however, that: 

(a)    such direction shall not be in conflict with any rule of law or with this Indenture; 

(b)    subject to the express terms of Section 5.4, any direction to the Indenture Trustee to
sell or liquidate the Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; 

(c)    if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee
elects to retain the Trust Estate pursuant to Section 5.5, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Trust
Estate shall be of no force and effect; and 

  
 33 








 (d)    the Indenture Trustee may take any other action deemed proper by the
Indenture Trustee that is not inconsistent with such direction; 
 provided, however, that, subject to Section 6.1,
the Indenture Trustee need not take any action that it determines might cause it to incur any liability or might materially adversely affect the rights of any Noteholders not consenting to such action. 

SECTION 5.12 Waiver of Past Defaults. 

(a)    Prior to the declaration of the acceleration of the maturity of the Notes as provided in
Section 5.2, the Holders of not less than a majority of the Outstanding Amount of the Controlling Class may waive any past Default or Event of Default and its consequences except a Default (i) in the payment of
principal of or interest on any of the Notes or (ii) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Note. In the case of any such waiver, the Issuing Entity, the
Indenture Trustee and the Noteholders shall be restored to their respective former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto. 

(b)    Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred,
and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right
consequent thereto. 
 SECTION 5.13 Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Note by such
Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any Proceeding for the enforcement of any right or remedy under this Indenture, or in any Proceeding against the Indenture Trustee for
any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such Proceeding of an undertaking to pay the costs of such Proceeding, and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in such Proceeding, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.13
shall not apply to: 
 (a)    any Proceeding instituted by the Indenture Trustee; 

(b)    any Proceeding instituted by any Noteholder, or group of Noteholders, in each case holding in the aggregate more
than 10% of the Outstanding Amount of the Controlling Class; or 
 (c)    any Proceeding instituted by any Noteholder
for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date). 

SECTION 5.14 Waiver of Stay or Extension Laws. The Issuing Entity covenants (to the extent that it may lawfully do so) that it shall
not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law 

  
 34 








 
wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture. The Issuing Entity (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but shall suffer and permit the execution of every such power as
though no such law had been enacted. 
 SECTION 5.15 Action on Notes. The Indenture Trustee’s right to seek and recover judgment
on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the Lien of this Indenture nor any rights or remedies of the Indenture Trustee
or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuing Entity or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the
Issuing Entity. Any money or property collected by the Indenture Trustee shall be applied in accordance with Section 5.4(b). 

SECTION 5.16 Performance and Enforcement of Certain Obligations. 

(a)    Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the
Issuing Entity agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuing Entity under or in
connection with the Trust Sale Agreement and the Servicing Agreement or by the Seller of its obligations under or in connection with the Pooling Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and
privileges lawfully available to the Issuing Entity under or in connection with the Servicing Agreement, the Trust Sale Agreement and the Pooling Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission
of notices of default on the part of the Seller, the Depositor or the Servicer and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor or the Servicer of their respective
obligations under the Servicing Agreement, the Trust Sale Agreement and the Pooling Agreement, as applicable. 

(b)    If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the direction (which
direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Outstanding Amount of the Controlling Class shall, exercise all rights, remedies,
powers, privileges and claims of the Issuing Entity against the Depositor or the Servicer under or in connection with the Servicing Agreement or the Trust Sale Agreement, including the right or power to take any action to compel or secure
performance or observance by the Depositor or the Servicer of each of their obligations to the Issuing Entity thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Trust Sale Agreement or the
Servicing Agreement, and any right of the Issuing Entity to take such action shall be suspended. 
 (c)    If an Event
of Default has occurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of
66-2/3% of the Outstanding Amount of the 

  
 35 








 
Notes shall, exercise all rights, remedies, powers, privileges and claims of the Depositor against each of the Seller and the Servicer under or in connection with the Pooling Agreement and the
Servicing Agreement, as applicable, including the right or power to take any action to compel or secure performance or observance by each of the Seller and the Servicer of its obligations to the Depositor thereunder and to give any consent, request,
notice, direction, approval, extension or waiver under the Servicing Agreement and the Pooling Agreement, as applicable, and any right of the Depositor to take such action shall be suspended. 

SECTION 5.17 Asset Representations Review. 

(a)    Within 90 days of the occurrence of a Delinquency Trigger, the holders of 5% or more of the Outstanding Amount of
the Notes shall be entitled to demand in accordance with Section 11.4 that a vote be conducted of all Noteholders and Note Owners to determine whether to cause the Asset Representations Reviewer to conduct an Asset
Representations Review; provided that for the purpose of determining the holders of the Outstanding Amount of the Notes, any Notes held by Ally Bank or any of its Affiliates shall not be included in such calculation. 

(b)    Upon the direction of the requisite Noteholders or Note Owners set forth in
Section 5.17(a), the Indenture Trustee shall post a notice through the Note Depository, initiating a vote of all Noteholders. Each Noteholder that elects to vote shall vote whether or not the Asset Representations Reviewer
should be directed to conduct an Asset Representations Review using the voting instructions and procedures included in the statement to securityholders set forth in Section 4.09 of the Servicing Agreement. Noteholders or Note Owners shall be
permitted to vote for at least 150 days after the filing of the statement to securityholders indicating that the Delinquency Trigger has been met or exceeded. 

(c)    In the event that a Note Owner exercises its right to vote such Note Owner’s beneficial interest, the
Indenture Trustee shall verify that each such Note Owner is a Verified Note Owner and shall provide such evidence to the Issuing Entity. 

(d)    If the Vote Tabulation Agent notifies the Indenture Trustee that (i) a majority of the Noteholders voting
pursuant to Section 5.17(b) vote to cause the Asset Representations Reviewer to conduct an Asset Representations Review and (ii) the holders of 5% or more of the Outstanding Amount of the Notes cast a vote, the
Indenture Trustee shall provide such notice to the Issuing Entity (the “Asset Representations Review Notice”), which shall promptly provide such Asset Representations Review Notice to the Depositor and the Servicer pursuant to
Section 2.03(b) of the Trust Sale Agreement. 
 (e)    The Indenture Trustee shall cooperate with the Asset
Representations Reviewer in the event an Asset Representations Review is commenced pursuant to Section 5.17(d) and shall provide the Asset Representations Reviewer with any documents or other information in its possession
reasonably requested by the Asset Representations Reviewer in connection with the Asset Representations Review. 

(f)    If the Asset Representations Reviewer gives notice of its intent to resign or the Issuing Entity terminates the
Asset Representations Reviewer pursuant to the terms of the 

  
 36 








 
Asset Representations Review Agreement or if a vacancy exists in the office of the Asset Representations Reviewer for any reason (the Asset Representations Reviewer in such event being referred
to herein as the retiring Asset Representations Reviewer), the Issuing Entity shall promptly appoint and designate a successor Asset Representations Reviewer; provided, however that such successor Asset Representations Reviewer shall
not be an Affiliate of any of the Seller, the Administrator, the Depositor, the Issuing Entity, the Servicer, any Third Party Due Diligence Provider, the Owner Trustee or the Indenture Trustee. The Issuing Entity shall deliver a written notice to
the Depositor, the Servicer and the Seller of the acceptance of a successor Asset Representations Reviewer. In the event that an Asset Representations Review has commenced at the time the retiring Asset Representations Reviewer resigns or a vacancy
exists, the Issuing Entity shall cause the retiring Asset Representations Reviewer to provide the successor Asset Representations Reviewer with any information relating to the Asset Representations Review. 

ARTICLE VI 
 THE
INDENTURE TRUSTEE 
 SECTION 6.1 Duties of Indenture Trustee. 

(a)    If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 

(b)    Except during the continuance of an Event of Default: 

(i)    the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this
Indenture, the Servicing Agreement and the Trust Sale Agreement and no implied covenants or obligations shall be read into this Indenture, the Servicing Agreement, the Trust Sale Agreement or any other Basic Document against the Indenture Trustee;
and 
 (ii)    in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee
shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. 

(c)    The Indenture 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(c) does not limit
the effect of Section 6.1(b); 
 (ii)    the Indenture Trustee shall not be liable for any
error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and 

  
 37 








 (iii)    the Indenture 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 any provision of this Indenture or any other Basic Document. 

(d)    The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee
may agree in writing with the Issuing Entity. 
 (e)    Money held in trust by the Indenture Trustee need not be
segregated from other funds except to the extent required by law or the terms of this Indenture, the Servicing Agreement or the Trust Agreement. 

(f)    No provision of this Indenture or any other Basic Document shall require the Indenture Trustee to expend or risk
its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayments of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it. 
 (g)    Every provision of this Indenture
and each other Basic Document relating to the Indenture Trustee shall be subject to the provisions of this Section 6.1 and to the provisions of the TIA. 

(h)    The Indenture Trustee shall have no liability or responsibility for the acts or omissions of any other party to any
of the Basic Documents, including as a result of any other party’s failure to comply with Regulation RR. 

(i)    In no event shall the Indenture Trustee be liable for any damages in the nature of special, indirect or
consequential damages, however styled, including lost profits. 
 (j)    If and for so long as Certificates representing
in the aggregate a 100% beneficial interest in the Trust are held by the Depositor, the Indenture Trustee shall make distributions to the Depositor, rather than the Certificate Distribution Account, under the circumstances described in
Section 5.2 of the Trust Agreement. 
 SECTION 6.2 Rights of Indenture Trustee. 

(a)    The Indenture Trustee may rely on any document believed by it to be genuine and to have been signed or presented by
the proper Person. The Indenture Trustee need not investigate any fact or matter stated in the document. 

(b)    Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate or an
Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s Certificate or Opinion of Counsel. 

(c)    The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or 

  
 38 








 
negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. 

(d)    The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes
to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. 

(e)    The Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters
relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such
counsel. 
 (f)    The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Indenture Trustee security or indemnity satisfactory to the Indenture Trustee against the costs,
expenses and liabilities which might be incurred by it in compliance with such request or direction. 
 (g)    The
Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request direction, consent, order, bond, debenture, note, other evidence
of indebtedness or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit. 

(h)    The Indenture Trustee shall not be deemed to have notice of any Default, Event of Default or Servicer Default
unless a Responsible Officer of the Indenture Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Indenture Trustee at the Corporate Trust Office of the Indenture Trustee, and
such notice references the Securities and this Indenture. 
 (i)    The rights, privileges, protections, immunities and
benefits given to the Indenture Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, including its capacity under
Section 4.4 hereof, and in connection with the performance of any of its duties or obligations under any of the Basic Documents. 

SECTION 6.3 Indenture Trustee May Own Notes. The Indenture Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Issuing Entity, the Servicer or any of their respective Affiliates with the same rights it would have if it were not Indenture Trustee; provided, however, that the Indenture Trustee
shall comply with Sections 6.10 and 6.11. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights. 

SECTION 6.4 Indenture Trustee’s Disclaimer. The Indenture Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of any Basic Document, including this Indenture or the Notes, it shall not be accountable for the Issuing 

  
 39 








 
Entity’s use of the proceeds from the Notes, it shall not have any responsibility to monitor or cause the Issuing Entity to comply with Regulation RR and it shall not be responsible for any
statement of the Issuing Entity in the Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Indenture Trustee’s certificate of authentication. 

SECTION 6.5 Notice of Defaults. If a Default occurs and is continuing and if it is known to a Responsible Officer of the Indenture
Trustee, the Indenture Trustee shall mail to each Noteholder notice of the Default within the later of (a) ninety (90) days after it occurs and (b) ten (10) days after it is known to a Responsible Officer of the Indenture Trustee.
Except in the case of a Default in payment of principal of or interest on any Note, the Indenture Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in
the interests of Noteholders. 
 SECTION 6.6 Reports by Indenture Trustee. 

(a)    The Indenture Trustee shall deliver to each Noteholder the documents and information set forth in Article VII
and, in addition, all such information with respect to the Notes as may be required to enable such Holder to prepare its federal and State income tax returns. 

(b)    The Indenture Trustee shall: 

(i)    deliver to the Depositor, the Owner Trustee and the Servicer a report of its assessment of compliance with the
Servicing Criteria set forth in Exhibit D, including disclosure of any material instance of non-compliance identified by the Indenture Trustee, as required by Rule
13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB under the Securities Act; 

(ii)    cause a firm of registered public accountants that is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act to deliver to the Depositor, the Owner Trustee and the Servicer an attestation report that satisfies the requirements of Rule 13a-18 or Rule 15d-18 under the Exchange Act, as applicable, on the assessment of compliance with Servicing Criteria with respect to the prior calendar year for inclusion in
the Issuing Entity’s 10-K filing; such attestation report shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of
Regulation S-X under the Securities Act and the Exchange Act; and 

(iii)    deliver to the Depositor and any other Person that will be responsible for signing the certification (a
“Sarbanes Certification”) required by Rule 13a-14(d) and Rule 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002) on behalf of the Issuing Entity or the Depositor with respect to this securitization transaction a certification substantially in the form attached hereto as Exhibit E or such form as mutually agreed upon by the Depositor and the
Indenture Trustee; the Indenture Trustee acknowledges that the parties identified in this clause (iii) may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing
such with the Commission. 

  
 40 








 (c)    The reports referred to in Section 6.6(b)
shall be delivered on or before March 15 of each year that a 10-K filing is required to be filed by the Issuing Entity, beginning March 15, 2019 (and if such date is not a Business Day, the next
succeeding Business Day), unless the Issuing Entity is not required to file periodic reports under the Exchange Act or any other law, in which case such reports may be delivered on or before April 30 of each calendar year, beginning
April 30, 2020. 
 SECTION 6.7 Compensation; Indemnity. 

(a)    The Issuing Entity shall cause the Servicer pursuant to Section 2.08 of the Servicing Agreement to pay to the
Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuing Entity shall cause the Servicer
pursuant to Section 2.08 of the Servicing Agreement to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including
costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, external counsel, accountants and
experts. The Issuing Entity shall cause the Servicer to indemnify the Indenture Trustee in accordance with Section 6.01 of the Servicing Agreement. 

(b)    The Issuing Entity’s obligations to the Indenture Trustee pursuant to this
Section 6.7 shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(e) or
Section 5.1(f) with respect to the Issuing Entity, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency
or similar law. 
 SECTION 6.8 Replacement of Indenture Trustee. 

(a)    The Indenture Trustee may at any time give notice of its intent to resign by so notifying the Issuing Entity;
provided, however, that no such resignation shall become effective and the Indenture Trustee shall not resign prior to the time set forth in Section 6.8(c). The Holders of a majority in Outstanding Amount of
the Controlling Class may remove the Indenture Trustee by so notifying the Indenture Trustee and may appoint a successor Indenture Trustee. Such resignation or removal shall become effective in accordance with
Section 6.8(c). The Issuing Entity shall remove the Indenture Trustee if: 
 (i)    the
Indenture Trustee fails to comply with Section 6.11; 
 (ii)    the Indenture Trustee is
adjudged bankrupt or insolvent; 
 (iii)    a receiver or other public officer takes charge of the Indenture Trustee or
its property; or 
 (iv)    the Indenture Trustee otherwise becomes incapable of acting. 

(b)    If the Indenture Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of
the Indenture Trustee for any reason (the Indenture Trustee in 

  
 41 








 
such event being referred to herein as the retiring Indenture Trustee), the Issuing Entity shall promptly appoint and designate a successor Indenture Trustee. 

(c)    A successor Indenture Trustee shall deliver a written acceptance of its appointment and designation to the retiring
Indenture Trustee and to the Issuing Entity. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee
under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. 

(d)    If a successor Indenture Trustee does not take office within sixty (60) days after the Indenture Trustee gives
notice of its intent to resign or is removed, the retiring Trustee, the Issuing Entity or the Holders of a majority of the Outstanding Amount of the Controlling Class may petition any court of competent jurisdiction for the appointment and
designation of a successor Indenture Trustee. 
 (e)    If the Indenture Trustee fails to comply with
Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. 

(f)    Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8,
the Issuing Entity’s obligations under Section 6.7 and the Servicer’s corresponding obligations under the Servicing Agreement shall continue for the benefit of the retiring Indenture Trustee. 

SECTION 6.9 Merger or Consolidation of Indenture Trustee. 

(a)    Any corporation into which the Indenture Trustee may be merged or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which the Indenture Trustee shall be a party, or any corporation succeeding to the corporate trust business of the Indenture Trustee, shall be the successor of the Indenture Trustee under
this Indenture; provided, however, that such corporation shall be eligible under the provisions of Section 6.11, without the execution or filing of any instrument or any further act on the part of any of the
parties to this Indenture, anything in this Indenture to the contrary notwithstanding. 
 (b)    If at the time such
successor or successors by merger or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may
adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Indenture Trustee may authenticate such
Notes either in the name of any predecessor hereunder or in the name of the successor to the Indenture Trustee. In all such cases such certificate of authentication shall have the same full force as is provided anywhere in the Notes or herein with
respect to the certificate of authentication of the Indenture Trustee. 

  
 42 








 SECTION 6.10 Appointment of Co-Indenture Trustee or
Separate Indenture Trustee. 
 (a)    Notwithstanding any other provisions of this Indenture, at any time, for the
purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint
one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person
or Persons, in such capacity and for the benefit of the Secured Parties (only to the extent expressly provided herein), such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this
Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be
required under Section 6.8. 
 (b)    Every 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 Indenture Trustee shall be conferred or
imposed upon and exercised or performed by the Indenture 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 Indenture 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 Indenture 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 Estate 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 Indenture Trustee; 

(ii)    no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder;
and 
 (iii)    the Indenture Trustee 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 Indenture
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 Indenture and the conditions of this Article VI. 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 Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every
provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. 

  
 43 








 (d)    Any separate trustee or
co-trustee may at any time constitute the Indenture Trustee, 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 Indenture 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 Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. 

SECTION 6.11 Eligibility; Disqualification. The Indenture Trustee shall at all times satisfy the requirements of TIA
§ 310(a). The Indenture Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition and (unless waived by the Rating Agencies) it shall have a long term
unsecured debt rating that falls within an investment grade category by the Rating Agencies The Indenture Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA
§ 310(b)(1) any indenture or indentures under which other securities of the Issuing Entity are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met. 

SECTION 6.12 Preferential Collection of Claims Against the Issuing Entity. The Indenture Trustee shall comply with TIA
§ 311(a), excluding any creditor relationship listed in TIA § 311(b). A trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated. 

SECTION 6.13 Representations and Warranties of Indenture Trustee. The Indenture Trustee represents and warrants as of the Closing Date
that: 
 (a)    the Indenture Trustee (i) is a New York banking corporation duly organized, validly existing and in
good standing under the laws of the State of New York and (ii) satisfies the eligibility criteria set forth in Section 6.11; 

(b)    the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, and
has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; 

(c)    the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any
provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets,
(ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee, or (iii) shall not violate any provision 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 Estate 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 Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; 

(d)    the execution, delivery and performance by the Indenture Trustee of this Indenture shall not require the
authorization, consent or approval of, the giving of notice to, the 

  
 44 








 
filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the Indenture Trustee;
and 
 (e)    this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal,
valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms. 
 SECTION 6.14 Indenture Trustee May
Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Indenture Trustee shall be brought in its own name as Indenture Trustee. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee, its agents and counsel, be for the ratable benefit of the Noteholders and (only to the extent expressly provided herein) the Certificateholders in respect of which such judgment has been obtained.

 SECTION 6.15 Suit for Enforcement. If an Event of Default shall occur and be continuing, the Indenture Trustee, in its discretion
may, subject to the provisions of Section 6.1, proceed to protect and enforce its rights and the rights of the Noteholders under this Indenture by Proceeding whether for the specific performance of any covenant or agreement
contained in this Indenture or in aid of the execution of any power granted in this Indenture or for the enforcement of any other legal, equitable or other remedy as the Indenture Trustee, being advised by counsel, shall deem most effectual to
protect and enforce any of the rights of the Indenture Trustee or the Noteholders. 
 SECTION 6.16 Rights of Noteholders to Direct
Indenture Trustee. Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to
the Indenture Trustee or exercising any trust or power conferred on the Indenture Trustee; provided, however, that subject to Section 6.1, the Indenture Trustee shall have the right to decline to follow any
such direction if the Indenture Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the Indenture Trustee in good faith shall, by a Responsible Officer, determine that the proceedings so directed
would be illegal or subject it to personal liability or be unduly prejudicial to the rights of Noteholders not parties to such direction; and provided, further, that nothing in this Indenture shall impair the right of the Indenture
Trustee to take any action deemed proper by the Indenture Trustee and which is not inconsistent with such direction by the Noteholders. 

ARTICLE VII 

NOTEHOLDERS’ LISTS AND REPORTS 

SECTION 7.1 Issuing Entity To Furnish Indenture Trustee Names and Addresses of Noteholders. The Issuing Entity shall furnish or cause
to be furnished by the Servicer to the Indenture Trustee (a) not more than five (5) days before each Distribution Date a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Holders


  
 45 








 
of Notes as of the close of business on the related Record Date, and (b) at such other times as the Indenture Trustee may request in writing, within fourteen (14) days after receipt by
the Issuing Entity of any such request, a list of similar form and content as of a date not more than ten (10) days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note
Registrar, no such list shall be required to be furnished. 
 SECTION 7.2 Preservation of Information, Communications to Noteholders.

 (a)    The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and
addresses of the Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Holders of Notes received by the Indenture Trustee in its
capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished. 

(b)    Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights
under this Indenture or under the Notes. 
 (c)    The Issuing Entity, the Indenture Trustee and the Note Registrar
shall have the protection of TIA § 312(c). 
 SECTION 7.3 Reports by the Issuing Entity. 

(a)    The Issuing Entity shall: 

(i)    file with the Indenture Trustee, within fifteen (15) days after the Issuing Entity is required to file the
same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the
Issuing Entity may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or Item 1122 of Regulation AB; 

(ii)    file with the Indenture Trustee and the Commission in accordance with rules and regulations prescribed from time
to time by the Commission such additional information, documents and reports with respect to compliance by the Issuing Entity with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

 (iii)    supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to all Noteholders
described in TIA § 313(c)) such summaries of any information, documents and reports required to be filed by the Issuing Entity pursuant to clauses (i) and (ii) of this Section 7.3(a) as may be required by
rules and regulations prescribed from time to time by the Commission. 
 (b)    Unless the Issuing Entity otherwise
determines, the fiscal year of the Issuing Entity shall end on December 31 of such year. 

  
 46 








 SECTION 7.4 Reports by Trustee. 

(a)    If required by TIA § 313(a), within sixty (60) days after each April 15 or such earlier date if
required by TIA § 313(a), beginning with April 15, 2019, the Indenture Trustee shall mail to each Noteholder as required by TIA § 313(c) a brief report dated as of such date that complies with TIA § 313(a). The
Indenture Trustee also shall comply with TIA § 313(b). A copy of any report delivered pursuant to this Section 7.4(a) shall, at the time of its mailing to Noteholders, be filed by the Indenture Trustee with the
Commission and each stock exchange, if any, on which the Notes are listed. The Issuing Entity shall notify the Indenture Trustee if and when the Notes are listed on any stock exchange. 

(b)    On each Distribution Date the Indenture Trustee shall include with each payment to each Noteholder a copy of the
statement for the related Monthly Period or Periods applicable to such Distribution Date as required pursuant to Section 4.09 of the Servicing Agreement. 

ARTICLE VIII 
 ACCOUNTS,
DISBURSEMENTS AND RELEASES 
 SECTION 8.1 Collection of Money. Except as otherwise expressly provided herein, the Indenture
Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee
pursuant to this Indenture or the Servicing Agreement. The Indenture Trustee shall apply all such money received by it as provided in this Indenture. Except as otherwise expressly provided in this Indenture, if any default occurs in the making of
any payment or performance under any agreement or instrument that is part of the Trust Estate, the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of
appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and any right to proceed thereafter as provided in Article V. 

SECTION 8.2 Designated Accounts; Payments. 

(a)    On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain, in the name
of the Indenture Trustee for the benefit of the Financial Parties (and with respect to the Reserve Account, for the benefit of the Noteholders) the Designated Accounts as provided in Articles IV and V of the Servicing Agreement. 

(b)    On or before each Distribution Date, (i) amounts shall be deposited in the Collection Account as provided in
Section 4.06 of the Servicing Agreement and (ii) the Aggregate Noteholders’ Interest Distributable Amount and the Aggregate Noteholders’ Principal Distributable Amount shall be transferred from the Collection Account to the Note
Distribution Account as and to the extent provided in Section 4.06 of the Servicing Agreement. 
 (c)    On each
Distribution Date, in accordance with the Servicer’s Accounting, the Indenture Trustee shall notify the Account Holder to apply and, as required, distribute to the Noteholders all amounts on deposit in the Note Distribution Account (subject to
the Servicer’s 

  
 47 








 
rights under Section 5.03 of the Servicing Agreement to Investment Earnings) in the following order of priority and in the amounts determined as described below: 

(i)    On each Distribution Date, except as otherwise provided in clause (iii) below, the amount deposited in
the Note Distribution Account in respect of interest on the Notes shall be applied in the following order of priority, to the extent of remaining funds after all earlier priorities have been satisfied, and any amount so applied shall be paid on such
Distribution Date to the holders of Notes of each applicable Class: 
 (A)    the Aggregate Class A
Interest Distributable Amount shall be paid to the holders of the Class A Notes; 
 (B)    the
Aggregate Class B Interest Distributable Amount shall be paid to the holders of the Class B Notes; 

(C)    the Aggregate Class C Interest Distributable Amount shall be paid to the holders of the
Class C Notes; and 
 (D)    the Aggregate Class D Interest Distributable Amount shall be paid
to the holders of the Class D Notes; 
 provided however, if there are not sufficient funds to so pay the entire amount specified in any
of the foregoing priorities for a particular class of Notes, then the amount available for such class of Notes shall be paid to the Holders thereof ratably on the basis of the total amount of accrued and unpaid interest owing to each such Holder.

 (ii)    Unless otherwise provided in clause (iii) below, an amount equal to the Aggregate
Noteholders’ Principal Distributable Amount shall be applied to each class of Notes in the following amounts and in the following order of priority and any amount so applied shall be paid on such Distribution Date to the Holders of such class
of Notes: 
 (1)    to the Class A-1 Notes, until the
Outstanding Amount of the Class A-1 Notes is reduced to zero; 

(2)    to the Class A-2 Notes, until the Outstanding Amount
of the Class A-2 Notes is reduced to zero; 
 (3)    to the
Class A-3 Notes, until the Outstanding Amount of the Class A-3 Notes is reduced to zero; 

(4)    to the Class A-4 Notes, until the Outstanding Amount
of the Class A-4 Notes is reduced to zero; 
 (5)    to the
Class B Notes, until the Outstanding Amount of the Class B Notes is reduced to zero; 

(6)    to the Class C Notes, until the Outstanding Amount of the Class C Notes is reduced to
zero; and 

  
 48 








 (7)    to the Class D Notes, until the Outstanding
Amount of the Class D Notes is reduced to zero. 
 (iii)    If the Notes have been declared immediately due and
payable following an Event of Default as provided in Section 5.2, until such time as all Events of Default have been cured or waived as provided in Section 5.2(b), any amounts deposited in the Note
Distribution Account shall be applied in accordance with Section 2.7(c). 
 SECTION 8.3 General Provisions
Regarding Accounts. 
 (a)    So long as no Default or Event of Default shall have occurred and be continuing, all or
a portion of the funds in the Designated Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee upon Issuing Entity Order, subject to the provisions of Section 5.01(b) of the Servicing Agreement. The Issuing
Entity shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Designated Accounts unless the security interest granted and perfected in such account shall continue to be perfected in
such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the
Issuing Entity shall deliver to the Indenture Trustee an Opinion of Counsel acceptable to the Indenture Trustee, to such effect. 

(b)    Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by
reason of any insufficiency in any of the Designated Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Eligible Investments
issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. 

(c)    If (i) the Issuing Entity shall have failed to give investment directions for any funds on deposit in the
Designated Accounts to the Indenture Trustee by 11:00 a.m., New York City time (or such other time as may be agreed by the Issuing Entity and the Indenture Trustee) on any Business Day; or (ii) a Default or Event of Default shall have occurred
and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.2, or, if such Notes shall have been declared due and payable following an Event of Default, but
amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.5 as if there had not been such a declaration; then the Indenture Trustee shall, to the fullest extent practicable, invest
and reinvest funds in the Designated Accounts in the Eligible Investments set forth in Section 5.01(b) of the Servicing Agreement. 

SECTION 8.4 Release of Trust Estate. 

(a)    Subject to the payment of its fees and expenses pursuant to Section 6.7, the Indenture
Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that
are consistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as 

  
 49 








 
provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any
monies. 
 (b)    The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the
Indenture Trustee pursuant to Section 6.7 have been paid, release any remaining portion of the Trust Estate that secured the Notes and the other Secured Obligations from the Lien of this Indenture and release to the Issuing
Entity or any other Person entitled thereto any funds then on deposit in the Designated Accounts. The Indenture Trustee shall release property from the Lien of this Indenture pursuant to this Section 8.4(b) only upon
receipt by it of an Issuing Entity Request and an Officer’s Certificate, an Opinion of Counsel meeting the applicable requirements of Section 11.1 and (if required by the TIA) Independent Certificates in accordance
with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.1. 
 SECTION
8.5 Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuing Entity to take any action pursuant to Section 8.4(a), accompanied by copies of any
instruments involved, and the Indenture Trustee shall also require as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps
required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action shall not materially and adversely impair the security for the Secured Obligations or the rights of the
Secured Parties in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such
opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action. 

ARTICLE IX 
 SUPPLEMENTAL
INDENTURES 
 SECTION 9.1 Supplemental Indentures Without Consent of Noteholders. 

(a)    Without the consent of the Holders of any Notes but with prior notice by the Issuing Entity to the Rating Agencies,
the Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act
as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: 

(i)    to correct or amplify the description of any property at any time subject to the Lien of this Indenture, or better
to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture; 

(ii)    to subject additional property to the Lien of this Indenture, provided that in the case of this clause
(ii), the consent of the Certificateholders shall be required; 

  
 50 








 (iii)    to evidence the succession, in compliance with
Section 3.10 and the applicable provisions hereof, of another Person to the Issuing Entity, and the assumption by any such successor of the covenants of the Issuing Entity contained herein and in the Notes contained; 

(iv)    to add to the covenants of the Issuing Entity, for the benefit of the Securityholders or to surrender any right
or power herein conferred upon the Issuing Entity; 
 (v)    to convey, transfer, assign, mortgage or pledge any
property to or with the Indenture Trustee; 
 (vi)    to cure any ambiguity, to correct or supplement any provision
herein or in any supplemental indenture which may be inconsistent with any other provision herein or in any supplemental indenture or in any other Basic Document; 

(vii)    to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect
the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA, and the Indenture Trustee is hereby authorized to
join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained; 

(viii)    to evidence and provide for the acceptance of the appointment hereunder by a successor or additional trustee
with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or

 (ix)    to modify, eliminate or add to the provisions of this Indenture as permitted pursuant to
Section 12.1(b). 
 (b)    The Issuing Entity and the Indenture Trustee, when authorized by an
Issuing Entity Order, may, also without the consent of any of the Noteholders but with prior notice by the Issuing Entity to the Rating Agencies, at any time and from time to time enter into one or more indentures supplemental hereto for the purpose
of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that such action shall not,
as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder. 

(c)    Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that any
amendment pursuant to this Section 9.1 would not cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes. 

SECTION 9.2 Supplemental Indentures With Consent of Noteholders. 

(a)    The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, also may, with prior
notice by the Issuing Entity to each of the Rating 

  
 51 








 
Agencies, and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class, by Act of such Holders delivered to the Issuing Entity and the
Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the
Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: 

(i)    change the due date of any installment of principal of or interest on any Note, or reduce the principal amount
thereof, the interest rate applicable thereto, or the Redemption Price with respect thereto, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for
the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the
case of redemption, on or after the Redemption Date); 
 (ii)    reduce the percentage of the Outstanding Amount of the
Controlling Class, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults
hereunder and their consequences as provided for in this Indenture; 
 (iii)    modify or alter the provisions of the
proviso to the definition of the term “Outstanding”; 
 (iv)    reduce the percentage of the
Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of such sale would be insufficient to pay the principal amount of and
accrued but unpaid interest on the Outstanding Notes; 
 (v)    modify any provision of this
Section 9.2 to decrease the required minimum percentage necessary to approve any amendments to any provisions of this Indenture or any of the Basic Documents; 

(vi)    modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any
payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation), or modify or alter the provisions of the Indenture regarding the voting of Notes held by
the Issuing Entity, the Depositor or any Affiliate of either of them; or 
 (vii)    permit the creation of any Lien
ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject thereto
or deprive the Holder of any Note of the security afforded by the Lien of this Indenture. 

  
 52 








 (b)    The Indenture Trustee may in its discretion determine whether or not
any Notes would be affected (such that the consent of each Noteholder would be required) by any supplemental indenture proposed pursuant to this Section 9.2 and any such determination shall be binding upon the Holders of
all Notes, whether authenticated and delivered thereunder before or after the date upon which such supplemental indenture becomes effective. The Indenture Trustee shall not be liable for any such determination made in good faith. 

(c)    It shall be sufficient if an Act of Noteholders approves the substance, but not the form, of any proposed
supplemental indenture. 
 (d)    Promptly after the execution by the Issuing Entity and the Indenture Trustee of any
supplemental indenture pursuant to this Section 9.2, the Indenture Trustee shall mail to the Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of
such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. 

(e)    Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that any
amendment pursuant to this Section 9.2 would not cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes. 

SECTION 9.3 Execution of Supplemental Indentures. In executing, or permitting the additional trusts created by, any supplemental
indenture permitted by this Article IX or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and subject to Sections 6.1 and 6.2, shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture that
affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise. 
 SECTION 9.4
Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith with respect to the Notes affected
thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuing Entity and the Noteholders shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

 SECTION 9.5 Conformity with the Trust Indenture Act. Every amendment of this Indenture and every supplemental indenture executed
pursuant to this Article IX shall conform to the requirements of the TIA as then in effect so long as this Indenture shall then be qualified under the TIA. 

  
 53 








 SECTION 9.6 Reference in Notes to Supplemental Indentures. Notes authenticated and
delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such
supplemental indenture. If the Issuing Entity or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuing Entity, to any such supplemental indenture may be prepared and
executed by the Issuing Entity and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes of the same class. 

ARTICLE X 
 REDEMPTION OF
NOTES 
 SECTION 10.1 Redemption. The Notes are subject to redemption in whole, but not in part, upon the exercise by the
Servicer (or the Holder of all the Certificates that is not the Depositor or any Affiliate thereof) of its option to purchase the Receivables pursuant to Section 8.01 of the Servicing Agreement. The date on which such redemption shall occur is
the Distribution Date following the Optional Purchase Date identified by Servicer in its notice of exercise of such purchase option (the “Redemption Date”). The purchase price for the Notes shall be equal to the applicable
Redemption Price. The Servicer or the Issuing Entity shall furnish the Rating Agencies notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.1, the Servicer or the Issuing Entity shall
furnish notice thereof to the Indenture Trustee not later than twenty-five (25) days prior to the Redemption Date and the Indenture Trustee (based on such notice) shall withdraw from the Collection Account and deposit into the Note Distribution
Account, on the Redemption Date, the aggregate Redemption Price of the Notes, whereupon all such Notes shall be due and payable on the Redemption Date. 

SECTION 10.2 Form of Redemption Notice. Notice of redemption of the Notes under Section 10.1 shall be given
by the Indenture Trustee by first-class mail, postage prepaid, mailed not less than five (5) days prior to the applicable Redemption Date to each Noteholder of record at such Noteholder’s address appearing in the Note Register. 

(a)    All notices of redemption shall state: 

(i)    the Redemption Date; 

(ii)    the applicable Redemption Price; and 

(iii)    the place where Notes are to be surrendered for payment of the Redemption Price (which shall be the Agency
Office of the Issuing Entity to be maintained as provided in Section 3.2). 
 (b)    Notice of
redemption of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuing Entity. Failure to give notice of redemption, or any defect therein, to any Holder of any Note shall not impair or affect the validity of
the redemption of any other Note. 
 SECTION 10.3 Notes Payable on Redemption Date. The Notes shall, following notice of redemption
as required by Section 10.2, on the Redemption Date cease to be 

  
 54 








 
Outstanding for purposes of this Indenture and shall thereafter represent only the right to receive the applicable Redemption Price and (unless the Issuing Entity shall default in the payment of
such Redemption Price) no interest shall accrue on such Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating such Redemption Price. 

ARTICLE XI 

MISCELLANEOUS 
 SECTION
11.1 Compliance Certificates and Opinions, etc. 
 (a)    Upon any application or request by the Issuing Entity to
the Indenture Trustee to take any action under any provision of this Indenture, the Issuing Entity shall furnish to the Indenture Trustee: (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, and (iii) (if required by the TIA) an
Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such
documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall
include: 
 (i)    a statement that each signatory of such certificate or opinion has read or has caused to be read
such covenant or condition and the definitions herein relating thereto; 
 (ii)    a brief statement as to the nature
and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 

(iii)    a statement that, in the judgment of each such signatory, such signatory has made such examination or
investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

(iv)    a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied
with. 
 (b)    (i) Prior to the deposit with the Indenture Trustee of any Collateral or other property or securities
that is to be made the basis for the release of any property or securities subject to the Lien of this Indenture, the Issuing Entity shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this
Indenture, furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuing Entity of the
Collateral or other property or securities to be so deposited. 

  
 55 








 (ii)    Whenever the Issuing Entity is required to furnish to the Indenture
Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (b)(i) above, the Issuing Entity shall also deliver to the Indenture Trustee an Independent Certificate as to the
same matters, if the fair value to the Issuing Entity of the securities to be so deposited and of all other such securities made on the basis of any such withdrawal or release since the commencement of the then current fiscal year of the Issuing
Entity, as set forth in the certificates delivered pursuant to clause (i) above and this clause (b)(ii), is 10% or more of the Outstanding Amount of the Notes, but such a certificate need not be furnished with respect to any securities so
deposited, if the fair value thereof to the Issuing Entity as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the Outstanding Amount of the Notes. 

(iii)    Other than with respect to the release of any Warranty Receivables, Administrative Receivables or Liquidating
Receivables, whenever any property or securities are to be released from the Lien of this Indenture, the Issuing Entity shall also furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each Person
signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such Person the proposed release will not impair the security under
this Indenture in contravention of the provisions hereof. 
 (iv)    Whenever the Issuing Entity is required to furnish
to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signatory thereof as to the matters described in clause (b)(iii) above, the Issuing Entity shall also furnish to the Indenture Trustee an Independent
Certificate as to the same matters if the fair value of the property or securities and of all other property, other than Warranty Receivables, Administrative Receivables and Liquidating Receivables or Receivables valued at their Receivables
Principal Balance, or securities released from the lien of this Indenture since the commencement of the then current calendar year, as set forth in the certificates required by clause (b)(iii) above and this clause (b)(iv), equals 10% or more of the
Outstanding Amount of the Notes, but such certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer’s Certificate is less than $25,000 or less than one
percent of the then Outstanding Amount of the Notes. 
 (v)    Notwithstanding Section 2.9 or
any other provision of this Section 11.1, the Issuing Entity may (A) collect, liquidate, sell or otherwise dispose of Receivables as and to the extent permitted or required by the Basic Documents, (B) make cash
payments out of the Designated Accounts and the Certificate Distribution Account as and to the extent permitted or required by the Basic Documents and (C) take any other action not inconsistent with the TIA. 

SECTION 11.2 Form of Documents Delivered to Indenture Trustee. 

(a)    In any case where several matters are required to be certified by, or covered by an opinion of, any specified
Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect


  
 56 








 
to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 

(b)    Any certificate or opinion of an Authorized Officer of the Issuing Entity may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that any certificate, opinion or representation with respect to the matters upon which his
certificate or opinion is based is erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers
of the Servicer, the Depositor, the Issuing Entity or the Administrator, stating that the information with respect to such factual matters is in the possession of the Servicer, the Depositor, the Issuing Entity or the Administrator, unless such
counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. 

(c)    Where any Person is required to make, give or execute two or more applications, requests, consents, certificates,
statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 

(d)    Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee,
it is provided that the Issuing Entity shall deliver any document as a condition of the granting of such application, or as evidence of the Issuing Entity’s compliance with any term hereof, it is intended that the truth and accuracy, at the
time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuing Entity to
have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained
in any such document as provided in Article VI. 
 SECTION 11.3 Acts of Noteholders. 

(a)    Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Noteholders or a class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein
otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee and the Issuing Entity, if made in the manner provided in this
Section 11.3. 
 (b)    The fact and date of the execution by any person of any such
instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. 

  
 57 








 (c)    The ownership of Notes shall be proved by the Note Register. 

(d)    Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes
(or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the
Issuing Entity in reliance thereon, whether or not notation of such action is made upon such Note. 
 SECTION 11.4 Notices, etc., to
Indenture Trustee, Issuing Entity and Rating Agencies. Any request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other documents provided or permitted by this Indenture to be made upon, given or furnished to
or filed with: 
 (a)    the Indenture Trustee by any Noteholder or by the Issuing Entity shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing to or with the Indenture Trustee at its Corporate Trust Office, or 

(b)    the Issuing Entity by the Indenture Trustee or by any Noteholder shall be sufficient for every purpose hereunder if
in writing and either sent by electronic facsimile transmission (with hard copy to follow via first class mail) or mailed, by certified mail, return receipt requested to the Issuing Entity and the Owner Trustee each at the address specified in
Appendix B to the Servicing Agreement. 
 The Issuing Entity shall promptly transmit any notice received by it from the Noteholders to the
Indenture Trustee. The Indenture Trustee shall likewise promptly transmit any notice received by it from the Noteholders to the Issuing Entity and, if such notice is a Repurchase Request, to the Depositor. 

Notices required to be given to the Rating Agencies by the Issuing Entity and the Indenture Trustee or the Owner Trustee shall be delivered as
specified in Appendix B to the Servicing Agreement. 
 SECTION 11.5 Notices to Noteholders; Waiver. 

(a)    Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if it is in writing and mailed, first-class, postage prepaid to each Noteholder affected by such event, at such Person’s address as it appears on the Note Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such notice. If notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the
sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given regardless of whether such notice is in fact actually received. 

(b)    Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled
to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders 

  
 58 








 
shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. 

(c)    In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar
activity, it shall be impractical to mail notice of any event of Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture
Trustee shall be deemed to be a sufficient giving of such notice. 
 (d)    Where this Indenture provides for notice to
the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute an Event of Default. 

(e)    If (i) the Indenture Trustee receives a Repurchase Request, (ii) the Depositor or Ally Bank does not
repurchase or substitute the Receivables related to such Repurchase Request within 180 days of the receipt of such Repurchase Request and (iii) the Depositor notifies the Indenture Trustee that such 180 day period has expired, the Indenture
Trustee shall deliver a Repurchase Response Notice to the related Noteholder or Note Owner. 
 (f)    In the case of
Book-Entry Notes, if the Note Depository allows for delivery of notice and other communications by electronic means, mail shall mean such electronic means, unless otherwise required by law. 

SECTION 11.6 Alternate Payment and Notice Provisions. Notwithstanding any provision of this Indenture or any of the Notes to the
contrary, the Issuing Entity may enter into any agreement with any Holder of a Note providing for a method of payment, or notice by the Indenture Trustee or any Paying Agent to such Holder, that is different from the methods provided for in this
Indenture for such payments or notices. The Issuing Entity shall furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee shall cause payments to be made and notices to be given in accordance with such agreements.

 SECTION 11.7 Conflict with the Trust Indenture Act. 

(a)    If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included
in this Indenture by any of the provisions of the TIA, such required provision shall control. 
 (b)    The provisions
of TIA §§ 310 through 317 that impose duties on any Person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically
contained herein. 
 SECTION 11.8 Effect of Headings and Table of Contents. The Article and Section headings herein and the table of
contents are for convenience only and shall not affect the construction hereof. 

  
 59 








 SECTION 11.9 Successors and Assigns. 

(a)    All covenants and agreements in this Indenture and the Notes by the Issuing Entity shall bind its successors and
assigns, whether so expressed or not. 
 (b)    All covenants and agreements of the Indenture Trustee in this Indenture
shall bind its successors and assigns, whether so expressed or not. 
 SECTION 11.10 Severability. In case any provision in this
Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

SECTION 11.11 Benefits of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other
than the parties hereto and their successors hereunder, and to the extent expressly provided herein, the Noteholders, the Certificateholders, the Owner Trustee, any other party secured hereunder and any other Person with an ownership interest in any
part of the Trust Estate, any benefit or any legal or equitable right, remedy or claim under this Indenture. 
 SECTION 11.12 Legal
Holidays. If the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day
with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date. 

SECTION 11.13 Governing Law. THIS INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW
YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 
 SECTION 11.14 Counterparts. This
Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 

SECTION 11.15 Recording of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such
recording is to be effected by the Issuing Entity and at its expense accompanied by an Opinion of Counsel to the effect that such recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for the
enforcement of any right or remedy granted to the Indenture Trustee under this Indenture. 
 SECTION 11.16 No Recourse. No recourse
may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or
therewith, against: 

  
 60 








 (a)    the Indenture Trustee or the Owner Trustee in its individual capacity;

 (b)    the Depositor or any other owner of a beneficial interest in the Issuing Entity; or 

(c)    any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner
Trustee in its individual capacity, the Depositor or any other holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its
individual capacity (or any of their successors or assigns), except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except
that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. For all
purposes of this Indenture, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust
Agreement. 
 SECTION 11.17 No Petition. The Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner,
by accepting a Note (or interest therein) issued hereunder, hereby covenant and agree that they shall not, prior to the date which is one year and one day after the termination of this Indenture with respect to the Issuing Entity pursuant to
Section 4.1, acquiesce, petition or otherwise invoke or cause the Depositor or the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the
Depositor or the Issuing Entity 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 Issuing Entity or any
substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor or the Issuing Entity under any federal or State bankruptcy or insolvency proceeding. 

SECTION 11.18 Inspection. The Issuing Entity agrees that, on reasonable prior notice, it shall permit any representative of the
Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports, and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by
Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as
often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential
treatment are unavailing) and except to the extent that the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder. 

SECTION 11.19 Indemnification by and Reimbursement of Servicer. The Indenture 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


  
 61 








 
Section 3.04 of the Trust Sale Agreement. The Indenture Trustee further acknowledges and accepts the conditions and limitations with respect to the Servicer’s obligation to indemnify,
defend and hold the Indenture Trustee harmless as set forth in Section 6.01(a)(iv) of the Servicing Agreement. 
 SECTION 11.20
Subordination. Each Note represents beneficial interests in the Issuing Entity 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 the Basic Documents. Except as expressly provided in the Basic Documents, in
the event of nonpayment of any amounts with respect to the Notes, each Noteholder shall have no claim against any of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate for any deficiency, loss
or claim therefrom. In the event that any of the covenants above of each Noteholder is prohibited by, or declared illegal or otherwise unenforceable against any such Noteholder under applicable law by any court or other authority of competent
jurisdiction, and, as a result, a Noteholder is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Issuing Entity, each Noteholder 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 11.21 Compliance with Applicable Anti-Terrorism and Anti-Money Laundering Regulations. In order to comply with laws, rules and
regulations applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and
entities which maintain a business relationship with the Indenture Trustee. Accordingly, the Issuing Entity agrees to provide, and agrees to cause the Administrator and the Servicer to provide, to the Indenture Trustee upon its request from time to
time such identifying information and documentation as may be reasonably available to such party without undue expense in order to enable the Indenture Trustee to comply with applicable law. 

ARTICLE XII 
 COMPLIANCE
WITH THE FDIC RULE 
 SECTION 12.1 Purpose. 

(a)    Each of the Noteholders, the Ally Parties and the Indenture Trustee acknowledges and agrees that the purpose of
this Article XII is to facilitate compliance by the Ally Parties with the provisions of the FDIC Rule. Each of the Noteholders, the Ally Parties and the Indenture Trustee acknowledges 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 this
Article XII shall have the effect and 

  
 62 








 
meanings that are appropriate under the FDIC Rule as such meanings change over time on the basis of evolving interpretations of the FDIC Rule. 

(b)    If any provision of the FDIC Rule is amended, or any interpretive guidance regarding the FDIC Rule is provided by
the FDIC or its staff, as a result of which the Issuing Entity determines that an amendment to this Article XII is necessary or desirable, then the Issuing Entity and the Indenture Trustee shall be authorized and entitled to amend this
Article XII in accordance with such FDIC Rule amendment or guidance, provided that the Issuing Entity delivers to the Indenture Trustee an Officer’s Certificate to the effect that (i) such amendment will not have a material adverse
effect on the Noteholders or (ii) such amendment is required to remain in compliance with the FDIC Rule. Nothing in this Section 12.1(b) shall limit the rights of the Indenture Trustee pursuant to
Section 9.3. 
 (c)    As used in this Article XII, but subject to the rules of
interpretation specified in Section 12.1(a) and Section 12.1(b), references to (i) the “sponsor” shall mean the Seller, (ii) the “issuing entity” shall mean,
collectively, the Depositor and the Issuing Entity (except in Section 12.2(e), where such term shall have the meaning in the FDIC Rule), (iii) the “servicer” shall mean the Servicer or Administrator, as
applicable, (iv) “obligations” or “securitization obligations” shall mean the Notes and, to the extent permitted by the FDIC Rule, the Certificates, (v) “investors” shall mean the Noteholders and, to the extent
permitted by the FDIC Rule, Certificateholders and (vi) “financial assets” and “securitized financial assets” shall mean the Receivables (except in Section 12.2(e), where such term shall have the meaning
in the FDIC Rule). 
 (d)    The Issuing Entity believes that the transactions and actions contemplated by the Basic
Documents and the Prospectus comply with the requirements of Section 12.2. 
 SECTION 12.2 Requirements of FDIC
Rule. As required by the FDIC Rule: 
 (a)    Payment of principal and interest on the securitization obligations
must be primarily based on the performance of financial assets that are transferred to the issuing entity and, except for interest rate or currency mismatches between the financial assets and the obligations, shall not be contingent on market or
credit events that are independent of such financial assets. 
 (b)    The sponsor, issuing entity, or servicer, as
appropriate, shall make available to investors, information describing the financial assets, obligations, capital structure, compensation of relevant parties, and relevant historical performance data set forth below: 

(i)    On or prior to issuance of obligations and at the time of delivery of any periodic distribution report and, in any
event, at least once per calendar quarter, while obligations are outstanding, information about the obligations and the securitized financial assets shall be disclosed to all potential investors at the financial asset or pool level, as appropriate
for the financial assets, and security-level to enable evaluation and analysis of the credit risk and performance of the obligations and financial assets. Such information and its disclosure, at a minimum, shall comply with the requirements of
Regulation AB or any successor disclosure requirements for public issuances, even if the obligations are issued in a private placement or are 

  
 63 








 
not otherwise required to be registered; provided, however, that information that is unknown or not available to the sponsor or the issuing entity after reasonable investigation may
be omitted if the issuing entity includes a statement in the offering documents disclosing that the specific information is otherwise unavailable; 

(ii)    On or prior to issuance of obligations, the structure of the securitization and the credit and payment
performance of the obligations shall be disclosed, including the capital or tranche structure, the priority of payments and specific subordination features; representations and warranties made with respect to the financial assets, the remedies for
and the time permitted for cure of any breach of representations and warranties, including the repurchase of financial assets, if applicable; liquidity facilities and any credit enhancements permitted by the FDIC Rule, any waterfall triggers or
priority of payment reversal features; and policies governing delinquencies, servicer advances, loss mitigation and write-offs of financial assets; 

(iii)    While obligations are outstanding, the issuing entity shall provide to investors information with respect to the
credit performance of the obligations and the financial assets, including periodic and cumulative financial asset performance data, delinquency and modification data for the financial assets, substitutions and removal of financial assets, servicer
advances, as well as losses that were allocated to such tranche and remaining balance of financial assets supporting such tranche, if applicable, and the percentage of each tranche in relation to the securitization as a whole; and 

(iv)    The nature and amount of compensation paid to the originator, sponsor, rating agency or third-party advisor, any
mortgage or other broker, and the servicer(s), and the extent to which any risk of loss on the underlying assets is retained by any of them for such securitization shall be disclosed. The issuer shall provide to investors while any obligations are
outstanding any changes to such information and the amount and nature of payments of any deferred compensation or similar arrangements to any of the parties. 

(c)    The sponsor or a majority-owned affiliate of the sponsor shall retain an economic interest in the credit risk of
the financial assets in accordance with Regulation RR, 17 C.F.R. §246.1, et seq. (“Regulation RR”), including (1) the restrictions on sale, pledging and hedging set forth therein and (2) any disclosure requirements
set forth therein. 
 (d)    The obligations shall not be predominantly sold to an affiliate (other than a wholly-owned
subsidiary consolidated for accounting and capital purposes with the sponsor) or insider of the sponsor. 
 (e)    The
sponsor shall separately identify in its financial asset data bases the financial assets transferred into any securitization and shall maintain an electronic or paper copy of the closing documents in a readily accessible form, a current list of all
of its outstanding securitizations and issuing entities, and the most recent Form 10-K, if applicable, or other periodic financial report for each securitization and issuing entity. The sponsor shall make
these records readily available for review by the FDIC promptly upon written request. 

  
 64 








 (f)    To the extent serving as servicer, custodian or paying agent for the
securitization, the sponsor shall not comingle amounts received with respect to the financial assets with its own assets except for the time, not to exceed two business days, necessary to clear any payments received. 

SECTION 12.3 Performance. The Issuing Entity agrees to (i) perform the covenants set forth in
Section 12.2, except to the extent any such obligation is specifically imposed exclusively on the servicer or the sponsor and (ii) facilitate compliance with this Article XII by all Ally Parties. 

SECTION 12.4 [Reserved]. 

SECTION 12.5 Actions upon Repudiation. Without such actions constituting an acknowledgement or agreement by any investor or any other
party to the Basic Documents that the provisions of paragraph (d)(4) of the FDIC Rule are applicable: 
 (a)    In the
event that the Seller becomes the subject of an insolvency proceeding and the FDIC as receiver or conservator for the Seller provides a written notice of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, the Servicer shall
determine whether the FDIC in such capacity will pay damages as provided in such paragraph (d)(4)(ii). Upon making such determination, the Servicer shall promptly, and in any event no more than one Business Day thereafter, so notify the Indenture
Trustee and the Owner Trustee. 
 (b)    Following delivery of the notice specified in
Section 12.5(a): 
 (i)    at the direction of the Holders of at least 25% of the Outstanding
Amount of the Controlling Class, the Indenture Trustee shall request the Servicer to compute the damages due to the Holders of each Class of Notes pursuant to paragraph (d)(4)(ii) of the FDIC Rule and shall notify the Indenture Trustee, the
Owner Trustee and the FDIC of such amounts; and 
 (ii)    at the direction of the Majority Certificateholders, if the
Owner Trustee provides the Servicer with written instructions setting forth the amount of damages claimed by the Certificateholders pursuant to paragraph (d)(4)(ii) of the FDIC Rule, the Servicer shall notify the Indenture Trustee, the Owner Trustee
and the FDIC of such claim for damages. 
 (c)    If any principal or accrued interest on the Notes remains unpaid upon
receipt of the notice specified in Section 12.5(a), the Indenture Trustee shall thereupon determine the date (the “applicable distribution date”) for making a distribution to Noteholders of such damages,
which date shall be the earlier of (i) the next Distribution Date on which such damages could be distributed and (ii) the earliest practicable date by which the Indenture Trustee could declare a special distribution date, in each case
subject to all applicable provisions of this Indenture, Applicable Law and the procedures of any applicable Clearing Agency. The Indenture Trustee is authorized and instructed to retain possession and control of the Reserve Account and the
Collection Account and all amounts on deposit therein. 
 (d)    When the applicable distribution date is determined,
the Servicer shall promptly compute the amount of interest to be paid on each Class of Notes on the applicable 

  
 65 








 
distribution date, which interest (unless such applicable distribution date is a Distribution Date) shall be the amount accruing up to the applicable distribution date and which shall be computed
by pro rating the amount that would otherwise be payable on the next succeeding Distribution Date on the basis of (x) the number (in the case of Notes other than the Class A-1 Notes, not to exceed
30) of days elapsed from such preceding Distribution Date based on a 360 day year divided by (y) 30. The Servicer shall notify the Indenture Trustee of the applicable amounts of principal and interest to be paid on each Class of Notes and the
total of such amounts (such total, the “aggregate Note amount”) not later than the Business Day following the day on which the applicable distribution date is determined. 

(e)    If the applicable distribution date is a special distribution date, the Indenture Trustee shall (i) declare
such special distribution date (the record date for which shall be the close of business on the day immediately preceding such special distribution date), (ii) declare a special distribution to Noteholders consisting of unpaid interest on each Note
and the outstanding principal balance of each Note and (iii) deliver notice to the Noteholders and the Servicer (which shall deliver such notice to the Owner Trustee) of such special distribution date and special distribution. 

(f)    Following payment by the FDIC of any damages described in Section 12.5(a), 

(i)    such damages shall be deposited, first, into the Note Distribution Account (in an amount equal to the
lesser of the (x) the aggregate Note amount and (y) the amount of such damages) and, second, into the Certificate Distribution Account (in the amount of such damages, if any, remaining after making the deposit described in clause
first); 
 (ii)    the Servicer shall promptly, and no later than one Business Day after such damages have been
paid by the FDIC, (x) compute the amount, if any, required to be withdrawn from available funds in the Reserve Account (and, if necessary, the Collection Account) and transferred to the Note Distribution Account so that the amount on deposit in
the Note Distribution Account shall equal the aggregate Note amount, if any and (y) promptly inform the Indenture Trustee and Owner Trustee of such computations; and 

(iii)    on the applicable distribution date, the Indenture Trustee shall, based on the computations in
Section 12.5(f)(ii), first, withdraw from monies on deposit in the Reserve Account and, if necessary, monies on deposit in the Collection Account the amount so computed and cause such amount to be deposited into the
Note Distribution Account and second, cause all amounts deposited in the Note Distribution Account pursuant to this Section 12.5 to be applied in accordance with Section 2.7(c), to the
extent of the amounts available for application pursuant thereto (but distributing to each class the amount of interest computed by the Servicer pursuant to Section 12.5(d), rather than the amount specified in
Section 2.7(c)). 
 (g)    As promptly as practicable after giving effect to the distributions
in Section 12.5(f), any funds remaining in the Note Distribution Account, the Certificate Distribution Account, the Collection Account and the Reserve Account shall be distributed on the earlier of (x) the date, if
any, specified in the Trust Agreement and (y) the following Distribution Date (or on such applicable distribution date, if it is a Distribution Date), such 

  
 66 








 
distributions to be made in accordance with the applicable provisions of the Basic Documents, with the Servicer to adjust the amounts of such distributions in the Servicer’s Accounting to
take into account the amounts distributed on the applicable distribution date. 
 SECTION 12.6 Notice. 

(a)    In the event that the Seller becomes the subject of an insolvency proceeding and the FDIC as receiver or conservator
provides a written notice of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, the Person receiving such notice shall promptly deliver such notice to each of the Ally Parties, the Indenture Trustee and the Owner Trustee. 

(b)    If the FDIC (i) is appointed as a conservator or receiver of the Seller and (ii) is in default in the
payment of principal or interest on the Notes when due following the expiration of any cure period hereunder or under the other Basic Documents, the Indenture Trustee at the direction of the Holders of at least 25% of the Outstanding Amount of the
Controlling Class, the Servicer or a Noteholder shall be entitled to deliver written notice to the FDIC requesting the exercise of contractual rights hereunder and under the other Basic Documents. 

(c)    If (i) the FDIC is appointed as a conservator or receiver of the Seller, (ii) the Notes have been paid in
full and (iii) the FDIC is in default in the payment of any amounts due to Certificateholders following the expiration of any cure period hereunder or under the other Basic Documents, the Owner Trustee at the direction of the Majority
Certificateholders or a Certificateholder shall be entitled to deliver written notice to the FDIC requesting the exercise of contractual rights hereunder and under the other Basic Documents. 

SECTION 12.7 Reservation of Rights. Notwithstanding anything herein to the contrary, neither the inclusion of this Article XII in this
Indenture nor the compliance by any Person with, or the acknowledgment by any Person of, this Article’s provisions (a) constitutes an agreement or acknowledgment by any Person that, in the case of an insolvency proceeding with respect to
Ally Bank, a receiver or conservator will have any rights with respect to the Trust Estate or (b) shall be deemed to limit in any way whatsoever the right of any Person to contest any decision, assertion or other action taken or made by such a
receiver or conservator in respect of the obligations or the Basic Documents, including any such action seeking to apply the FDIC Rule, or the provisions of paragraph (d)(4) of the FDIC Rule rather than paragraph (d)(3) thereof, to the transactions
contemplated by the Basic Documents. 
 *    *    *    *    *


  
 67 








 IN WITNESS WHEREOF, the Issuing Entity and the Indenture Trustee have caused this Indenture to be
duly executed by their respective officers, thereunto duly authorized, as of the day and year first above written. 
  

			
	ALLY AUTO RECEIVABLES TRUST 2018-3
		
	By:	 	BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee
		
	By:	 	 /s/ Kristine K. Gullo

	Name:	 	Kristine K. Gullo
	Title:	 	Vice President
	
	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Indenture Trustee
		
	By:	 	 /s/ Rosemary Cabrera

	Name:	 	Rosemary Cabrera
	Title:	 	Associate
		
	By:	 	 /s/ Diana Vasconez

	Name:	 	Diana Vasconez
	Title:	 	Assistant Vice President









 EXHIBIT A 

LOCATIONS OF SCHEDULE OF RECEIVABLES 

The Schedule of Receivables is on file at the offices of: 
  

	1.	The Indenture Trustee 

  

	2.	The Owner Trustee 

  

	3.	The Servicer 

  

	4.	The Seller 

  

	5.	The Depositor 


  
 Ex. A 








 EXHIBIT B 

NOTE DEPOSITORY AGREEMENT FOR THE NOTES 

  
 Ex. B 








 The Depository Trust Company 

A subsidiary of the Depository Trust & Clearing Corporation 

ISSUER LETTER OF REPRESENTATIONS 

(To be completed by Issuer and Co-Issuer(s), if applicable) 

Ally Auto Receivables Trust 2018-3 

 
 (Name of Issuer and Co-Issuer(s), if
applicable) 
 See Attachment A 
  

(Security Description, including series designation if applicable) 

See Attachment A 
  

(CUSIP Number(s) of the Securities) 
  

	
	 June 27, 2018

	 (Date)



 The Depository Trust Company 

570 Washington Blvd, 4th FL 
 Jersey City, NJ 07310 

Attention: Underwriting Department 
 Ladies and Gentlemen: 

This letter sets forth our understanding with respect to the Securities represented by the CUSIP number(s) referenced above (the
“Securities”). Issuer requests that The Depository Trust Company (“DTC”) accept the Securities as eligible for deposit at DTC. 
 Issuer
is: (Note: Issuer must represent one and cross out the other.) 
 [xxxxxxxxxxxxx] [formed under the laws of] Delaware. 

The DTC Clearing Participant Barclays Capital Inc. will distribute the Securities through DTC. 

To induce DTC to accept the Securities as eligible for deposit at DTC, and to act in accordance with DTC’s Rules with respect to the
Securities, Issuer represents to DTC that Issuer will comply with the requirements stated in DTC’s Operational Arrangements, as they may be amended from time to time. 
  

			
	 Note:
 Schedule A contains statements
that DTC believes accurately describe DTC, the method of effecting book-entry transfers of securities distributed through DTC, and certain related matters.
	 	 Very truly yours,
  

Ally Auto Receivables Trust 2018-3

By: BNY Mellon Trust of Delaware, not in its

individual capacity but solely as Owner Trustee

(Issuer)



					
		 	By:	 	                     




		 		 	(Authorized Officer’s Signature)


			
		 	 Kristine K. Gullo

Vice President

		 	(Print Name)
		
		 	 301 Bellevue Parkway, 3rd Floor

		 	 (Street Address)

		
		 	
Wilmington    DE         
       USA                19809        

		 	 (City)        
(State)         (Country)         (Zip Code)

		
		 	 (302) 791-3610

		 	 (Phone Number)

		
	



	 	 kris.gullo@bnymellon.com

	 	 (E-mail Address)



  
 ILOR 06-2013









 SCHEDULE A 

(To Issuer Letter of Representations) 

SAMPLE OFFERING DOCUMENT LANGUAGE 

DESCRIBING BOOK-ENTRY-ONLY ISSUANCE 

(Prepared by DTC-bracketed material may be applicable only to certain issues) 

1. The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the securities (the
“Securities”). The Securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One
fully-registered Security certificate will be issued for [each issue of] the Securities, [each] in the aggregate principal amount of such issue, and will be deposited with DTC. [If, however, the aggregate principal amount of [any] issue exceeds $500
million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue.] 

2. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a
“banking or ganization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing
agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and
money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions
in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S.
and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding
company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to
others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect
Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

 3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the
Securities on DTC’s records. The ownership interest of each actual purchaser of each Security (“Beneficial Owner “) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive
written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect
Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued. 

4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC’s
partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any
change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be
the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.  

  
 ILOR 06-2013










 SCHEDULE A 

(To Issuer Letter of Representations) 
  

 5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
[Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security
documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to
provide their names and addresses to the registrar and request that copies of notices be provided directly to them.] 
 [6. Redemption
notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.] 

7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct
Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to
those Direct Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy). 

8. Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other nominee as may be
requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from Issuer or Agent, on payable date in accordance with
their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form
or registered in “street name,” and will be the responsibility of such Participant and not of DTC, Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds,
distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be the
responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. 

[9. A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its Participant, to [
Tender/Remarketing] Agent, and shall effect delivery of such Securities by causing the Direct Participant to transfer the Participant’s interest in the Securities, on DTC’s records, to [Tender/Remarketing] Agent. The requirement for
physical delivery of Securities in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants on DTC’s records and followed by a
book-entry credit of tendered Securities to [Tender/Remarketing] Agent’s DTC account.] 
 10. DTC may discontinue providing its
services as depository with respect to the Securities at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed
and delivered. 
 11. Issuer may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities
depository). In that event, Security certificates will be printed and delivered to DTC. 
 12. The information in this section concerning
DTC and DTC’s book-entry system has been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for the accuracy thereof. 

ILOR 06-2013 







 Issuer: Ally Auto Receivables Trust 2018-3 

Attachment A 
 Class A-1 Asset-Backed Notes with an aggregate
principal balance of $268,850,000 
 (CUSIP# 02007J AA5) 

Class A-2 Asset-Backed Notes with an aggregate principal balance of $331,550,000 

(CUSIP# 02007J AB3) 
 Class A-3 Asset-Backed
Notes with an aggregate principal balance of $331,550,000 
 (CUSIP# 02007J AC1) 

Class A-4 Asset-Backed Notes with an aggregate principal balance of $71,580,000 

(CUSIP# 02007J AD9) 







 EXHIBIT C-1 

FORM OF CLASS A-1 FIXED RATE ASSET BACKED NOTES 

 

			
	 REGISTERED
	  	$[            ]
	 NO. R-            
	  	

 SEE REVERSE FOR CERTAIN DEFINITIONS 

CUSIP NO. 
 [THIS RULE 144A GLOBAL CLASS A-1 NOTE 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 RULE 144A GLOBAL CLASS A-1 NOTE (OR INTEREST THEREIN) THE HOLDER OF THIS RULE 144A GLOBAL CLASS A-1 NOTE
(OR SUCH INTEREST) IF, OTHER THAN THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, IS DEEMED TO REPRESENT TO THE DEPOSITOR AND THE INDENTURE TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE U.S.
SECURITIES ACT AND IS ACQUIRING THIS RULE 144A GLOBAL CLASS A-1 NOTE (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 RULE 144A GLOBAL CLASS
A-1 NOTE (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 INDENTURE TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR IN WRITING THE
FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR, AND (B) THE INDENTURE TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE
EXPENSE OF THE DEPOSITOR, THE ADMINISTRATOR, THE SERVICER, THE ISSUING ENTITY OR THE INDENTURE TRUSTEE) SATISFACTORY TO THE DEPOSITOR AND THE INDENTURE 

  
 Ex. C-1-1 








 
TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE U.S. SECURITIES ACT.] 

EACH CLASS A-1 NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS
A-1 NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS A-1 NOTE WILL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) IT IS NOT ACQUIRING THE
NOTE WITH THE ASSETS OF (A) 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,
(B) A “PLAN” SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN
SUCH ENTITY OR (D) ANY OTHER PLAN THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (EACH OF (A)-(D) ARE COLLECTIVELY REFERRED TO AS “BENEFIT PLANS”) OR (II) (A) THE
ACQUISITION AND HOLDING OF THE NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW,
(B) IT ACKNOWLEDGES AND AGREES THAT THE NOTE IS NOT ELIGIBLE FOR ACQUISITION BY BENEFIT PLANS AT ANY TIME THAT THE RATINGS ON THE NOTE IS BELOW INVESTMENT GRADE OR THE NOTE HAS BEEN CHARACTERIZED AS OTHER THAN INDEBTEDNESS FOR APPLICABLE LOCAL
LAW PURPOSES AND (C) CERTAIN OTHER REQUIREMENTS, AS SET FORTH IN SECTION 2.4(I) OF THE INDENTURE, ARE SATISFIED, IF APPLICABLE. 
 EACH
CLASS A-1 NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS A-1 NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS
A-1 NOTE, COVENANTS AND AGREES THAT NO RECOURSE MAY BE TAKEN, DIRECTLY OR INDIRECTLY, WITH RESPECT TO THE OBLIGATIONS OF THE ISSUING ENTITY, THE OWNER TRUSTEE OR THE INDENTURE TRUSTEE ON THE CLASS A-1 NOTES OR UNDER THE INDENTURE OR ANY CERTIFICATE OR OTHER WRITING DELIVERED IN CONNECTION THEREWITH, AGAINST (I) THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, (II) THE
DEPOSITOR OR ANY OTHER OWNER OF A BENEFICIAL INTEREST IN THE ISSUING ENTITY OR (III) ANY PARTNER, OWNER, BENEFICIARY, AGENT, OFFICER, DIRECTOR OR EMPLOYEE OF THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, ANY HOLDER
OF A BENEFICIAL INTEREST IN THE ISSUING ENTITY, THE OWNER TRUSTEE OR THE INDENTURE TRUSTEE OR OF ANY SUCCESSOR OR ASSIGN OF THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, EXCEPT AS ANY SUCH PERSON MAY HAVE EXPRESSLY
AGREED AND EXCEPT THAT ANY SUCH PARTNER, OWNER OR BENEFICIARY SHALL BE FULLY LIABLE, TO THE EXTENT PROVIDED BY APPLICABLE LAW, FOR ANY UNPAID CONSIDERATION FOR STOCK, UNPAID CAPITAL CONTRIBUTION OR FAILURE TO PAY ANY INSTALLMENT OR CALL OWING TO
SUCH ENTITY. 

  
 Ex. C-1-2 








 EACH CLASS A-1 NOTEHOLDER OR NOTE OWNER, BY ITS
ACCEPTANCE OF A CLASS A-1 NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS A-1 NOTE, COVENANTS AND AGREES THAT BY ACCEPTING THE BENEFITS OF THE
INDENTURE SUCH CLASS A-1 NOTEHOLDER OR NOTE OWNER WILL NOT, PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE TERMINATION OF THE INDENTURE WITH RESPECT TO THE ISSUING ENTITY, ACQUIESCE, PETITION OR
OTHERWISE INVOKE OR CAUSE THE DEPOSITOR OR THE ISSUING ENTITY TO INVOKE THE PROCESS OF ANY COURT OR GOVERNMENT AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING A CASE AGAINST THE DEPOSITOR OR THE ISSUING ENTITY 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 ISSUING ENTITY OR ANY SUBSTANTIAL PART OF THE PROPERTY OF EITHER OF THEM, OR
ORDERING THE WINDING UP OR LIQUIDATION OF THE AFFAIRS OF THE DEPOSITOR OR THE ISSUING ENTITY UNDER ANY FEDERAL OR STATE BANKRUPTCY OR INSOLVENCY PROCEEDING. 

EACH CLASS A-1 NOTEHOLDER BY ACCEPTING A NOTE (OR ANY INTEREST THEREIN) ACKNOWLEDGES THAT SUCH
PERSON’S NOTE (OR INTEREST THEREIN) REPRESENTS BENEFICIAL INTERESTS IN THE ISSUING ENTITY 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 THE BASIC DOCUMENTS. EACH CLASS A-1
NOTEHOLDER BY THE ACCEPTANCE OF A NOTE (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 NOTES, IT SHALL HAVE NO CLAIM AGAINST ANY OF THE
DEPOSITOR, THE SERVICER, THE ADMINISTRATOR, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE OR ANY AFFILIATE FOR ANY DEFICIENCY, LOSS OR CLAIM THEREFROM. IN THE EVENT THAT ANY OF THE FOREGOING COVENANTS OF EACH CLASS
A-1 NOTEHOLDER IS PROHIBITED BY, OR DECLARED ILLEGAL OR OTHERWISE UNENFORCEABLE AGAINST ANY SUCH CLASS A-1 NOTEHOLDER UNDER APPLICABLE LAW BY ANY COURT OR OTHER
AUTHORITY OF COMPETENT JURISDICTION, AND, AS A RESULT, A CLASS A-1 NOTEHOLDER IS DEEMED TO HAVE AN INTEREST IN ANY ASSETS OF THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR OTHER THAN THE ISSUING ENTITY, EACH
CLASS A-1 NOTEHOLDER 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. 

  
 Ex. C-1-3 








 EACH CLASS A-1 NOTEHOLDER OR NOTE OWNER (EXCEPT A CLASS A-1 NOTEHOLDER WHICH IS CONSIDERED FOR FEDERAL INCOME TAX PURPOSES THE ISSUER OF THE NOTE (OR IS DISREGARDED AS AN ENTITY SEPARATE FROM SUCH ISSUER)), BY ACCEPTANCE OF A CLASS
A-1 NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS A-1 NOTE, EXPRESSES ITS INTENTION THAT THIS CLASS A-1
NOTE QUALIFIES UNDER APPLICABLE TAX LAW AS INDEBTEDNESS SECURED BY THE COLLATERAL AND, UNLESS OTHERWISE REQUIRED BY APPROPRIATE TAXING AUTHORITIES, AGREES TO TREAT THE CLASS A-1 NOTES AS INDEBTEDNESS SECURED
BY THE COLLATERAL FOR THE PURPOSE OF FEDERAL INCOME TAXES (TO THE EXTENT THE CLASS A-1 NOTES ARE TREATED AS BENEFICIALLY OWNED BY A PERSON OTHER THAN ALLY BANK OR ITS AFFILIATES), STATE AND LOCAL INCOME AND
FRANCHISE TAXES, AND ANY OTHER TAXES IMPOSED UPON, MEASURED BY OR BASED UPON GROSS RECEIPTS OR GROSS OR NET INCOME. 
 EACH CLASS A-1 NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS A-1 NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS A-1
NOTE, ACKNOWLEDGES AND AGREES THAT THE PURPOSE OF ARTICLE XII OF THE INDENTURE IS TO FACILITATE COMPLIANCE WITH THE FDIC RULE BY THE SELLER, THE DEPOSITOR, THE SERVICER AND THE ISSUING ENTITY 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. 

[Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation
(“DTC”), to the Issuing Entity or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.] 
 THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. 

  
 Ex. C-1-4 








 ALLY AUTO RECEIVABLES TRUST 2018-3 

CLASS A-1 2.39661% ASSET BACKED NOTES 

ALLY AUTO RECEIVABLES TRUST 2018-3, a statutory trust organized and existing under the laws of the
State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to
[                    ][Cede & Co., or registered assigns,] the principal sum of
[                    ] DOLLARS ($[            ]) or such lesser outstanding amount as may
be payable in accordance with the Indenture (as defined on the reverse side of this Note), on each Distribution Date, in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is the initial principal
amount hereof and the denominator of which is the aggregate initial principal amount for such Class A-1 Notes by (ii) the aggregate amount, if any, payable on such Distribution Date from the Note
Distribution Account in respect of principal on the Class A-1 Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the Indenture; provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on July 15, 2019 (the “Final Scheduled Distribution Date”) unless this Class A-1 Note is earlier redeemed pursuant to
Section 10.1 of the Indenture, in which case such unpaid principal amount shall be due on the Redemption Date. The Issuing Entity shall pay interest on this Class A-1 Note at the
rate per annum shown above on each Distribution Date until the principal of this Class A-1 Note is paid or made available for payment on the principal amount of this
Class A-1 Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date (or, for the initial Distribution Date, the
outstanding principal balance on the Closing Date)). Interest on the Class A-1 Notes will accrue from and including the Closing Date and will be payable on each Distribution Date in an amount equal to the
Note Class Interest Distributable Amount for such Distribution Date for the Class A-1 Notes. Interest will be computed on the basis of actual number of days elapsed from and including the prior
Distribution Date (or, in the case of the first Distribution Date, from and including the Closing Date) to but excluding the current Distribution Date and a 360-day year. Such principal of and interest on this
Class A-1 Note shall be paid in the manner specified on the reverse hereof. All interest payments on each class of Notes on any Distribution Date shall be made pro rata to the Noteholders of such class
entitled thereto. 
 The principal of and interest on this Class A-1 Note are payable in such
coin or currency of the United States of America which, at the time of payment, is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this
Class A-1 Note shall be applied first to interest due and payable on this Class A-1 Note as provided above and then to the unpaid principal of this Class A-1 Note. 
 Reference is made to the further provisions of this
Class A-1 Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Class A-1 Note. 

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Class A-1 Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. 

  
 Ex. C-1-5 








 IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer. 
  

			
	Dated: June 27, 2018
	
	ALLY AUTO RECEIVABLES TRUST 2018-3
		
	By:	 	BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee
		
	By:	 	
                     
                            

	Name:	 	
	Title:	 	

 INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Notes designed above and referred to in the within-mentioned Indenture. 

 

			
	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Indenture Trustee
		
	By:	 	
                     
                    

	Name:	 	
	Title:	 	



  
 Ex. C-1-6 








 REVERSE OF NOTE 

This Note is one of a duly authorized issue of Notes of the Issuing Entity, designated as its
Class A-1 2.39661% Asset Backed Notes (herein called the “Class A-1 Notes”), all issued under an indenture, dated as of
June 27, 2018 (such indenture, as amended or supplemented, is herein called the “Indenture”), between the Issuing Entity and Deutsche Bank Trust Company Americas, as trustee (the “Indenture Trustee,” which term
includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee
and the Noteholders. The Class A-1 Notes are one of several duly authorized classes of Notes of the Issuing Entity issued pursuant to the Indenture (collectively, as to all Notes of all such classes, the
“Notes”). The Notes are governed by and subject to all terms of the Indenture (which terms are incorporated herein and made a part hereof), to which Indenture the Holder of this Class A-1
Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this Class A-1 Note that are defined in the Indenture shall have the
meanings assigned to them in or pursuant to the Indenture. 
 The Class A-1 Notes and all other
Notes issued pursuant to the Indenture are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the Indenture. 

Each Class A-1 Noteholder or Note Owner, by acceptance of a
Class A-1 Note or, in the case of a Note Owner, a beneficial interest in a Class A-1 Note will be deemed to represent and warrant that either (i) it is
not acquiring the Note with the assets of (a) an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to the provisions of Title I of ERISA, (b) a “plan” subject to Section 4975 of the
Code, (c) an entity whose underlying assets include plan assets by reason of investment by an employee benefit plan or plan in such entity or (d) any other plan that is subject to any law that is substantially similar to Title I of ERISA
or Section 4975 of the Code or (ii) (a) the acquisition and holding of the Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
of the Code or a violation of any substantially similar applicable law, (b) it acknowledges and agrees that the Note is not eligible for acquisition by Benefit Plans or other Plans subject to Similar Law at any time that the ratings on such
Note is below investment grade or the Note has been characterized as other than indebtedness for applicable local law purposes and (c) certain other requirements, as set forth in Section 2.4(i) of the Indenture, are satisfied, if
applicable. 
 Each Noteholder or Note Owner, by acceptance of a Class A-1 Note or, in the case
of a Note Owner, a beneficial interest in a Class A-1 Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner
Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) the
Depositor or any other owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in their individual capacities, any holder
of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in their individual capacities, 


  
 Ex. C-1-7 








 
except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. 
 Each Noteholder or
Note Owner, by acceptance of a Class A-1 Note or, in the case of a Note Owner, a beneficial interest in a Class A-1 Note, covenants and agrees that by
accepting the benefits of the Indenture such Noteholder or Note Owner will not, prior to the date which is one year and one day after the termination of the Indenture with respect to the Issuing Entity, acquiesce, petition or otherwise invoke or
cause the Depositor or the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Depositor or the Issuing Entity 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 Issuing Entity or any substantial part of the property of either of them, or ordering the winding up or
liquidation of the affairs of the Depositor or the Issuing Entity under any federal or State bankruptcy or insolvency proceeding. 
 Each
Noteholder or holder of an interest in a Class A-1 Note, by acceptance of such Class A-1 Note or such interest therein, agrees to provide to the Indenture
Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an
interest in a Class A-1 Note, by acceptance of such Class A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any
amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in a Class A-1 Note
that fails to comply with the requirements of the preceding sentence. 
 Each Noteholder by accepting a
Class A-1 Note (or any interest therein) acknowledges that such Person’s Class A-1 Note (or interest therein) represents beneficial interests in the
Issuing Entity 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 the Basic Documents. Each Noteholder by the acceptance of a Class A-1 Note (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 Class A-1 Notes, it shall have no claim against any of the Depositor, the
Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Noteholder is prohibited by, or declared illegal or
otherwise unenforceable against any such Noteholder under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Noteholder is deemed to have an interest in any assets of the Depositor or any Affiliate of the
Depositor other than the Issuing Entity, each Noteholder 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 

  
 Ex. C-1-8 








 
forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code. 

Except a Noteholder which is considered for federal income tax purposes the issuer of the
Class A-1 Note (or is disregarded as an entity separate from such issuer), each Noteholder, by acceptance of a Class A-1 Note or, in the case of a Note Owner,
a beneficial interest in a Class A-1 Note, expresses its intention that this Class A-1 Note qualifies under applicable tax law as indebtedness secured by the
Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat the Class A-1 Notes as indebtedness secured by the Collateral for the purpose of federal income taxes (to the
extent the Class A-1 Notes are treated as beneficially owned by a person other than Ally Bank or its affiliates), State and local income and franchise taxes, and any other taxes imposed upon, measured by
or based upon gross or net income. 
 Prior to the due presentment for registration of transfer of this
Class A-1 Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture Trustee may treat the Person in whose name this
Class A-1 Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class A-1 Note shall be overdue, and none of the Issuing Entity, the Indenture Trustee or any such agent shall be affected by notice to the contrary. 

Each Class A-1 Noteholder or Note Owner, by acceptance of a
Class A-1 Note or, in the case of a Note Owner, a beneficial interest in a Class A-1 Note, acknowledges and agrees that the purpose of Article XII of the
Indenture is to facilitate compliance with the FDIC Rule by the Seller, the Depositor, the Servicer and the Issuing Entity 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. 
 The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity and the rights of the Noteholders under the Indenture at any time by the Issuing Entity
with the consent of the Holders of Notes representing a majority of the Outstanding Amount of the Controlling Class. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount
of the Controlling Class, on behalf of the Holders of all the Class A-1 Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of this Class A-1 Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all
future Holders of this Class A-1 Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon
this Class A-1 Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders. 

  
 Ex. C-1-9 








 The term “Issuing Entity” as used in this
Class A-1 Note includes any successor to the Issuing Entity under the Indenture. 
 The Issuing
Entity is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture. 

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set
forth. 
 This Class A-1 Note and the Indenture shall be construed in accordance with the laws
of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. 

No reference herein to the Indenture and no provision of this Class A-1 Note or of the Indenture
shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Class A-1 Note at the times, place and rate, and in the coin
or currency herein prescribed. 
 Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents,
neither the Depositor, the Servicer, the Indenture Trustee nor the Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuing Entity, nor 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 payment of principal of or interest on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Class A-1 Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Owner Trustee
solely as the Owner Trustee in the assets of the Issuing Entity. The Holder of this Class A-1 Note by the acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of
an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Class A-1 Note. 

  
 Ex. C-1-10 








 ASSIGNMENT 

Social Security or taxpayer I.D. or other identifying number of assignee 

                          
                                     

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto 

			
	  
	  	
	  
	  	

 (name and address of assignee) 

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
                                , as attorney, to transfer said Note on the books kept
for registration thereof, with full power of substitution in the premises. 
  

											
	Dated:	 	
                     

	 		 	  
	 	1
					
		 		 		 	Signature Guaranteed:	 	
				
	  
	 		 	  
	 	

  
  

	1 	NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.



  
 Ex. C-1-11 








 EXHIBIT C-2 

FORM OF CLASS A-2, CLASS A-3 AND CLASS A-4 FIXED RATE ASSET BACKED NOTES 
  

			
	REGISTERED	  	$[            ]
	NO. R-            	  	

 SEE REVERSE FOR CERTAIN DEFINITIONS 

CUSIP NO.                      

[THIS RULE 144A GLOBAL [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTE 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 RULE 144A GLOBAL [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTE (OR
INTEREST THEREIN) THE HOLDER OF THIS RULE 144A GLOBAL [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTE (OR SUCH INTEREST) IF, OTHER THAN
THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, IS DEEMED TO REPRESENT TO THE DEPOSITOR AND THE INDENTURE TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT AND IS ACQUIRING THIS
RULE 144A GLOBAL [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTE (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 RULE 144A GLOBAL [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTE (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 INDENTURE TRUSTEE SHALL
REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE
INDENTURE TRUSTEE AND THE DEPOSITOR, AND (B) THE INDENTURE TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE 

  
 Ex. C-2-1 








 
EXPENSE OF THE DEPOSITOR, THE ADMINISTRATOR, THE SERVICER, THE ISSUING ENTITY OR THE INDENTURE TRUSTEE) SATISFACTORY TO THE DEPOSITOR AND THE INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER
WILL NOT VIOLATE THE U.S. SECURITIES ACT.] 
 EACH [CLASS A-2] [CLASS
A-3] [CLASS A-4] NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A [CLASS A-2] [CLASS A-3]
[CLASS A-4] NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTE WILL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE ASSETS OF (A) 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, (B) A “PLAN” SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY OR (D) ANY OTHER PLAN THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF
ERISA OR SECTION 4975 OF THE CODE (EACH OF (A)-(D) ARE COLLECTIVELY REFERRED TO AS “BENEFIT PLANS”) OR (II) (A) THE ACQUISITION AND HOLDING OF THE NOTE WILL NOT GIVE RISE TO A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW, (B) IT ACKNOWLEDGES AND AGREES THAT THE NOTE IS NOT ELIGIBLE FOR ACQUISITION BY BENEFIT PLANS AT ANY TIME
THAT THE RATINGS ON THE NOTE IS BELOW INVESTMENT GRADE OR THE NOTE HAS BEEN CHARACTERIZED AS OTHER THAN INDEBTEDNESS FOR APPLICABLE LOCAL LAW PURPOSES AND (C) CERTAIN OTHER REQUIREMENTS, AS SET FORTH IN SECTION 2.4(I) OF THE INDENTURE, ARE
SATISFIED, IF APPLICABLE. 
 EACH [CLASS A-2] [CLASS A-3]
[CLASS A-4] NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A [CLASS A-2] [CLASS A-3] [CLASS
A-4] NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTE, COVENANTS AND AGREES THAT NO RECOURSE MAY BE TAKEN, DIRECTLY OR INDIRECTLY, WITH RESPECT TO THE OBLIGATIONS OF THE ISSUING ENTITY, THE OWNER TRUSTEE OR THE INDENTURE TRUSTEE ON THE [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTES OR UNDER THE INDENTURE OR ANY CERTIFICATE OR OTHER WRITING DELIVERED IN CONNECTION THEREWITH,
AGAINST (I) THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, (II) THE DEPOSITOR OR ANY OTHER OWNER OF A BENEFICIAL INTEREST IN THE ISSUING ENTITY OR (III) ANY PARTNER, OWNER, BENEFICIARY, AGENT, OFFICER,
DIRECTOR OR EMPLOYEE OF THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, ANY HOLDER OF A BENEFICIAL INTEREST IN THE ISSUING ENTITY, THE OWNER TRUSTEE OR THE INDENTURE TRUSTEE OR OF ANY SUCCESSOR OR ASSIGN OF THE INDENTURE
TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, EXCEPT AS ANY SUCH PERSON MAY HAVE EXPRESSLY AGREED AND EXCEPT THAT ANY SUCH PARTNER, OWNER OR BENEFICIARY SHALL BE 

  
 Ex. C-2-2 








 
FULLY LIABLE, TO THE EXTENT PROVIDED BY APPLICABLE LAW, FOR ANY UNPAID CONSIDERATION FOR STOCK, UNPAID CAPITAL CONTRIBUTION OR FAILURE TO PAY ANY INSTALLMENT OR CALL OWING TO SUCH ENTITY. 

EACH [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTEHOLDER OR NOTE OWNER, BY ITS ACCEPTANCE OF A [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTE
OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTE, COVENANTS AND AGREES THAT
BY ACCEPTING THE BENEFITS OF THE INDENTURE SUCH [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTEHOLDER OR NOTE OWNER WILL NOT, PRIOR TO
THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE TERMINATION OF THE INDENTURE WITH RESPECT TO THE ISSUING ENTITY, ACQUIESCE, PETITION OR OTHERWISE INVOKE OR CAUSE THE DEPOSITOR OR THE ISSUING ENTITY TO INVOKE THE PROCESS OF ANY COURT OR GOVERNMENT
AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING A CASE AGAINST THE DEPOSITOR OR THE ISSUING ENTITY 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 ISSUING ENTITY OR ANY SUBSTANTIAL PART OF THE PROPERTY OF EITHER OF THEM, OR ORDERING THE WINDING UP OR LIQUIDATION OF THE AFFAIRS OF THE DEPOSITOR OR THE ISSUING ENTITY UNDER ANY
FEDERAL OR STATE BANKRUPTCY OR INSOLVENCY PROCEEDING. 
 EACH [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTEHOLDER BY ACCEPTING A NOTE (OR ANY INTEREST THEREIN) ACKNOWLEDGES THAT SUCH PERSON’S NOTE (OR INTEREST THEREIN) REPRESENTS BENEFICIAL INTERESTS IN
THE ISSUING ENTITY 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 THE BASIC DOCUMENTS. EACH [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTEHOLDER BY THE ACCEPTANCE OF A NOTE (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 NOTES, IT
SHALL HAVE NO CLAIM AGAINST ANY OF THE DEPOSITOR, THE SERVICER, THE ADMINISTRATOR, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE OR ANY AFFILIATE FOR ANY DEFICIENCY, LOSS OR CLAIM THEREFROM. IN THE EVENT THAT ANY OF THE FOREGOING COVENANTS OF EACH [CLASS
A-2] [CLASS A-3] [CLASS A-4] NOTEHOLDER IS PROHIBITED BY, OR DECLARED ILLEGAL OR OTHERWISE UNENFORCEABLE AGAINST ANY SUCH [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTEHOLDER UNDER APPLICABLE LAW BY ANY COURT OR OTHER AUTHORITY OF COMPETENT JURISDICTION, AND, AS A
RESULT, A [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTEHOLDER IS DEEMED TO HAVE AN INTEREST IN ANY ASSETS OF THE DEPOSITOR OR ANY
AFFILIATE OF THE DEPOSITOR OTHER THAN THE ISSUING ENTITY, EACH [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTEHOLDER AGREES THAT
(I) ITS CLAIM AGAINST ANY SUCH 

  
 Ex. C-2-3 








 
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. 
 EACH [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTEHOLDER OR NOTE OWNER (EXCEPT A [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTEHOLDER WHICH IS
CONSIDERED FOR FEDERAL INCOME TAX PURPOSES THE ISSUER OF THE NOTE (OR IS DISREGARDED AS AN ENTITY SEPARATE FROM SUCH ISSUER)), BY ACCEPTANCE OF A [CLASS A-2] [CLASS A-3]
[CLASS A-4] NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTE, EXPRESSES ITS INTENTION THAT THIS [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTE QUALIFIES
UNDER APPLICABLE TAX LAW AS INDEBTEDNESS SECURED BY THE COLLATERAL AND, UNLESS OTHERWISE REQUIRED BY APPROPRIATE TAXING AUTHORITIES, AGREES TO TREAT THE [CLASS A-2] [CLASS
A-3] [CLASS A-4] NOTES AS INDEBTEDNESS SECURED BY THE COLLATERAL FOR THE PURPOSE OF FEDERAL INCOME TAXES (TO THE EXTENT THE [CLASS
A-2] [CLASS A-3] [CLASS A-4] NOTES ARE TREATED AS BENEFICIALLY OWNED BY A PERSON OTHER THAN ALLY BANK OR ITS AFFILIATES), STATE
AND LOCAL INCOME AND FRANCHISE TAXES, AND ANY OTHER TAXES IMPOSED UPON, MEASURED BY OR BASED UPON GROSS RECEIPTS OR GROSS OR NET INCOME. 

EACH [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTE OR,
IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A [CLASS A-2] [CLASS A-3] [CLASS A-4] NOTE, ACKNOWLEDGES AND AGREES THAT
THE PURPOSE OF ARTICLE XII OF THE INDENTURE IS TO FACILITATE COMPLIANCE WITH THE FDIC RULE BY THE SELLER, THE DEPOSITOR, THE SERVICER AND THE ISSUING ENTITY 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. 

[Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation
(“DTC”), to the Issuing Entity or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE


  
 Ex. C-2-4 








 
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.] 

THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. 

  
 Ex. C-2-5 








 ALLY AUTO RECEIVABLES TRUST 2018-3 

[CLASS A-2] [CLASS A-3] [CLASS
A-4]     % ASSET BACKED NOTES 
 ALLY AUTO RECEIVABLES TRUST 2018-3, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to
[            ][Cede & Co., or registered assigns,] the principal sum of
[                    ] DOLLARS ($[            ]) or such lesser outstanding amount as may
be payable in accordance with the Indenture (as defined on the reverse side of this Note), on each Distribution Date, in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is the initial principal
amount hereof and the denominator of which is the aggregate initial principal amount for such [Class A-2] [Class A-3] [Class A-4]
Notes by (ii) the aggregate amount, if any, payable on such Distribution Date from the Note Distribution Account in respect of principal on the [Class A-2] [Class
A-3] [Class A-4] Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the Indenture; provided, however, that the entire unpaid principal
amount of this Note shall be due and payable on [            ] (the “Final Scheduled Distribution Date”) unless this [Class A-2]
[Class A-3] [Class A-4] Note is earlier redeemed pursuant to Section 10.1 of the Indenture, in which case such unpaid principal amount shall be
due on the Redemption Date. The Issuing Entity shall pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment on the principal amount of this Note
outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date (or, for the initial Distribution Date, the outstanding principal balance on the Closing Date)). Interest on the
[Class A-2] [Class A-3] [Class A-4] Notes will accrue from and including the Closing Date and will be payable on each
Distribution Date in an amount equal to the Note Class Interest Distributable Amount for such Distribution Date for the [Class A-2] [Class A-3] [Class A-4] Notes. Interest will be computed on the basis of a 360-day year of twelve 30-day months (or, in the case of the initial
Distribution Date, an 18 day period). Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. All interest payments on each class of Notes on any Distribution Date shall be made pro rata to the
Noteholders of such class entitled thereto. 
 The principal of and interest on this Note are payable in such coin or currency of the United
States of America which, at the time of payment, is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided
above and then to the unpaid principal of this Note. 
 Reference is made to the further provisions of this Note set forth on the reverse
hereof, which shall have the same effect as though fully set forth on the face of this Note. 
 Unless the certificate of authentication
hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. 

  
 Ex. C-2-6 








 IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer. 
  

			
	Dated: June 27, 2018
	
	ALLY AUTO RECEIVABLES TRUST 2018-3
		
	By:	 	BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee
		
	By:	 	
                     
                    

	Name:	 	
	Title:	 	

 INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Notes designed above and referred to in the within-mentioned Indenture. 

 

			
	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Indenture Trustee
		
	By:	 	
                     
                                        


	Name:	 	
	Title:	 	



  
 Ex. C-2-7 








 REVERSE OF NOTE 

This Note is one of a duly authorized issue of Notes of the Issuing Entity, designated as [Class A-2]
[Class A-3] [Class A-4] [    ]% Asset Backed Notes (herein called the “[Class A-2] [Class A-3] [Class A-4] Notes”), all issued under an indenture, dated as of June 27, 2018 (such indenture, as amended or supplemented, is herein called the
“Indenture”), between the Issuing Entity and Deutsche Bank Trust Company Americas, as trustee (the “Indenture Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Noteholders. The [Class A-2]
[Class A-3] [Class A-4] Notes are one of several duly authorized classes of Notes of the Issuing Entity issued pursuant to the Indenture (collectively, as to all Notes
of all such classes, the “Notes”). The Notes are governed by and subject to all terms of the Indenture (which terms are incorporated herein and made a part hereof), to which Indenture the Holder of this [Class A-2] [Class A-3] [Class A-4] Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used
and not otherwise defined in this [Class A-2] [Class A-3] [Class A-4] Note that are defined in the Indenture shall have the
meanings assigned to them in or pursuant to the Indenture. 
 The [Class A-2] [Class A-3] [Class A-4] Notes and all other Notes issued pursuant to the Indenture are and will be equally and ratably secured by the Collateral pledged as security therefor as
provided in the Indenture. 
 Each [Class A-2] [Class A-3]
[Class A-4] Noteholder or Note Owner, by acceptance of a [Class A-2] [Class A-3] [Class
A-4] Note or, in the case of a Note Owner, a beneficial interest in a [Class A-2] [Class A-3] [Class A-4] Note will be deemed to represent and warrant that either (i) it is not acquiring the Note with the assets of (a) an “employee benefit plan” as defined in Section 3(3) of ERISA that is
subject to the provisions of Title I of ERISA, (b) a “plan” subject to Section 4975 of the Code, (c) an entity whose underlying assets include plan assets by reason of investment by an employee benefit plan or plan in such
entity or (d) any other plan that is subject to any law that is substantially similar to Title I of ERISA or Section 4975 of the Code or (ii) (a) the acquisition and holding of the Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any substantially similar applicable law, (b) it acknowledges and agrees that the Note is not
eligible for acquisition by Benefit Plans or other plans subject to Similar Law at any time that the ratings on such Note is below investment grade or the Note has been characterized as other than indebtedness for applicable local law purposes and
(c) certain other requirements, as set forth in Section 2.4(i) of the Indenture, are satisfied, if applicable. 
 Each Noteholder
or Note Owner, by acceptance of a [Class A-2] [Class A-3] [Class A-4] Note or, in the case of a Note Owner, a beneficial interest
in a [Class A-2] [Class A-3] [Class A-4] Note, covenants and agrees that no recourse may be taken, directly or indirectly, with
respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the
Owner Trustee in their individual capacities, (ii) the Depositor or any other owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or
the 

  
 Ex. C-2-8 








 
Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture
Trustee or the Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. 
 Each Noteholder or
Note Owner, by acceptance of a [Class A-2] [Class A-3] [Class A-4] Note or, in the case of a Note Owner, a beneficial interest in
a [Class A-2] [Class A-3] [Class A-4] Note, covenants and agrees that by accepting the benefits of the Indenture such Noteholder
or Note Owner will not, prior to the date which is one year and one day after the termination of the Indenture with respect to the Issuing Entity, acquiesce, petition or otherwise invoke or cause the Depositor or the Issuing Entity to invoke the
process of any court or government authority for the purpose of commencing or sustaining a case against the Depositor or the Issuing Entity 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 Issuing Entity or any substantial part of the property of either of them, or ordering the winding up or liquidation of the affairs of the Depositor or the
Issuing Entity under any federal or State bankruptcy or insolvency proceeding. 
 Each Noteholder or holder of an interest in a [Class A-2] [Class A-3] [Class A-4] Note, by acceptance of such [Class A-2] [Class A-3] [Class A-4] Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax
Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in a [Class A-2] [Class A-3] [Class A-4] Note, by acceptance of such [Class A-2] [Class A-3] [Class A-4] Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding
gross-up) payable to a Noteholder or holder of an interest in a [Class A-2] [Class A-3] [Class
A-4] Note that fails to comply with the requirements of the preceding sentence. 
 Each Noteholder
by accepting a [Class A-2] [Class A-3] [Class A-4] Note (or any interest therein) acknowledges that such Person’s [Class A-2] [Class A-3] [Class A-4] Note (or interest therein) represents beneficial interests in the Issuing Entity 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 the Basic Documents. Each Noteholder by the acceptance of a [Class A-2] [Class A-3] [Class A-4] Note (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 [Class
A-2] [Class A-3] [Class A-4] Notes, it shall have no claim against any of the Depositor, the Servicer, the Administrator, the
Owner Trustee, the Indenture Trustee or any Affiliate for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Noteholder is prohibited by, or declared illegal or otherwise unenforceable against any such
Noteholder under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Noteholder is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Issuing Entity,
each Noteholder agrees that (i) its claim against any such 

  
 Ex. C-2-9 








 
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. 
 Except a Noteholder which is considered for federal income tax purposes the issuer of the [Class A-2] [Class A-3] [Class A-4] Note (or is disregarded as an entity separate from such issuer), each Noteholder, by acceptance of a
[Class A-2] [Class A-3] [Class A-4] Note or, in the case of a Note Owner, a beneficial interest in a [Class A-2] [Class A-3] [Class A-4] Note, expresses its intention that this [Class A-2] [Class A-3] [Class A-4] Note qualifies under applicable tax law as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to
treat the [Class A-2] [Class A-3] [Class A-4] Notes as indebtedness secured by the Collateral for the purpose of federal income
taxes (to the extent the [Class A-2] [Class A-3] [Class A-4] Notes are treated as beneficially owned by a person other than Ally
Bank or its affiliates), State and local income and franchise taxes, and any other taxes imposed upon, measured by or based upon gross or net income. 

Each [Class A-2] [Class A-3] [Class A-4] Noteholder or Note Owner, by acceptance of a [Class A-2] [Class A-3] [Class A-4] Note or,
in the case of a Note Owner, a beneficial interest in a [Class A-2] [Class A-3] [Class A-4] Note, acknowledges and agrees that
the purpose of Article XII of the Indenture is to facilitate compliance with the FDIC Rule by the Seller, the Depositor, the Servicer and the Issuing Entity 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. 

Prior to the due presentment for registration of transfer of this [Class A-2] [Class A-3] [Class A-4] Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture Trustee may treat the Person in whose name this [Class A-2] [Class A-3] [Class A-4] Note (as of the day of determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this [Class A-2] [Class A-3] [Class A-4] Note shall be overdue,
and none of the Issuing Entity, the Indenture Trustee or any such agent shall be affected by notice to the contrary. 
 The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity and the rights of the Noteholders under the Indenture at any time by the Issuing Entity with the
consent of the Holders of Notes representing a majority of the Outstanding Amount of the Controlling Class. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the
Controlling Class, on behalf of the Holders of all the [Class A-2] [Class A-3] [Class A-4] Notes, to waive compliance by the
Issuing Entity with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this [Class A-2] [Class A-3] [Class A-4] Note (or any one of more Predecessor Notes) shall be conclusive and 

  
 Ex. C-2-10 








 
binding upon such Holder and upon all future Holders of this [Class A-2] [Class A-3] [Class A-4] Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this [Class A-2] [Class A-3] [Class A-4] Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set
forth in the Indenture without the consent of the Noteholders. 
 The term “Issuing Entity” as used in this [Class A-2] [Class A-3] [Class A-4] Note includes any successor to the Issuing Entity under the Indenture. 

The Issuing Entity is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Holders of Notes under the Indenture. 
 The Notes are issuable only in registered form in denominations as provided in the
Indenture, subject to certain limitations therein set forth. 
 This [Class A-2] [Class A-3] [Class A-4] Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. 
 No reference
herein to the Indenture and no provision of this [Class A-2] [Class A-3] [Class A-4] Note or of the Indenture shall alter or
impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this [Class A-2] [Class A-3] [Class A-4] Note at the times, place and rate, and in the coin or currency herein prescribed. 
 Anything herein
to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither the Depositor, the Servicer, the Indenture Trustee nor the Owner Trustee in their respective individual capacities, any owner of a beneficial interest in
the Issuing Entity, nor 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 payment of principal of or
interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this [Class A-2] [Class A-3] [Class A-4] Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Owner Trustee solely as the Owner Trustee in the assets of the Issuing Entity.
The Holder of this [Class A-2] [Class A-3] [Class A-4] Note by the acceptance hereof agrees that, except as expressly provided in
the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein
shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this [Class A-2]
[Class A-3] [Class A-4] Note. 

  
 Ex. C-2-11 








 ASSIGNMENT 

Social Security or taxpayer I.D. or other identifying number of assignee 

                          
                                     

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto 

			
	  
	  	
	  
	  	

 (name and address of assignee) 

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
                                , as attorney, to transfer said Note on the books kept
for registration thereof, with full power of substitution in the premises. 
  

											
	Dated:	 	  
	 		 	  
	 	1
					
		 		 		 	Signature Guaranteed:	 	
				
	  
	 		 	  
	 	

  
  

	1 	NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.



  
 Ex. C-2-12 








 EXHIBIT C-3 

FORM OF CLASS B FIXED RATE ASSET BACKED NOTES 
  

			
	REGISTERED	  	$[            ]
	NO. R-	  	

 SEE REVERSE FOR CERTAIN DEFINITIONS 

CUSIP NO. 
 [THIS RULE 144A GLOBAL CLASS B NOTE
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 RULE 144A GLOBAL CLASS B NOTE (OR INTEREST THEREIN) THE HOLDER OF THIS RULE 144A GLOBAL CLASS B NOTE (OR SUCH INTEREST) IF, OTHER THAN THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR IS DEEMED TO REPRESENT TO THE DEPOSITOR AND
THE INDENTURE TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT AND IS ACQUIRING THIS RULE 144A GLOBAL CLASS B NOTE (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 RULE 144A GLOBAL CLASS B NOTE (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 INDENTURE TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR IN WRITING THE
FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR, AND (B) THE INDENTURE TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE
EXPENSE OF THE DEPOSITOR, THE ADMINISTRATOR, THE SERVICER, THE ISSUING ENTITY OR THE INDENTURE TRUSTEE) SATISFACTORY TO THE DEPOSITOR AND THE INDENTURE 

  
 Ex. C-3-1 








 
TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE U.S. SECURITIES ACT.] 

EACH CLASS B NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS B NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS B
NOTE WILL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE ASSETS OF (A) 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, (B) A “PLAN” SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (C) AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY OR (D) ANY OTHER PLAN THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (EACH OF (A)-(D) ARE
COLLECTIVELY REFERRED TO AS “BENEFIT PLANS”) OR (II) (A) THE ACQUISITION AND HOLDING OF THE NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW, (B) IT ACKNOWLEDGES AND AGREES THAT THE NOTE IS NOT ELIGIBLE FOR ACQUISITION BY BENEFIT PLANS AT ANY TIME THAT THE RATINGS ON THE NOTE IS BELOW INVESTMENT
GRADE OR THE NOTE HAS BEEN CHARACTERIZED AS OTHER THAN INDEBTEDNESS FOR APPLICABLE LOCAL LAW PURPOSES AND (C) CERTAIN OTHER REQUIREMENTS, AS SET FORTH IN SECTION 2.4(I) OF THE INDENTURE, ARE SATISFIED, IF APPLICABLE. 

EACH CLASS B NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS B NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS B
NOTE, COVENANTS AND AGREES THAT NO RECOURSE MAY BE TAKEN, DIRECTLY OR INDIRECTLY, WITH RESPECT TO THE OBLIGATIONS OF THE ISSUING ENTITY, THE OWNER TRUSTEE OR THE INDENTURE TRUSTEE ON THE CLASS B NOTES OR UNDER THE INDENTURE OR ANY CERTIFICATE OR
OTHER WRITING DELIVERED IN CONNECTION THEREWITH, AGAINST (I) THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, (II) THE DEPOSITOR OR ANY OTHER OWNER OF A BENEFICIAL INTEREST IN THE ISSUING ENTITY OR (III) ANY
PARTNER, OWNER, BENEFICIARY, AGENT, OFFICER, DIRECTOR OR EMPLOYEE OF THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, ANY HOLDER OF A BENEFICIAL INTEREST IN THE ISSUING ENTITY, THE OWNER TRUSTEE OR THE INDENTURE TRUSTEE OR
OF ANY SUCCESSOR OR ASSIGN OF THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, EXCEPT AS ANY SUCH PERSON MAY HAVE EXPRESSLY AGREED AND EXCEPT THAT ANY SUCH PARTNER, OWNER OR BENEFICIARY SHALL BE FULLY LIABLE, TO THE EXTENT
PROVIDED BY APPLICABLE LAW, FOR ANY UNPAID CONSIDERATION FOR STOCK, UNPAID CAPITAL CONTRIBUTION OR FAILURE TO PAY ANY INSTALLMENT OR CALL OWING TO SUCH ENTITY. 

  
 Ex. C-3-2 








 EACH CLASS B NOTEHOLDER OR NOTE OWNER, BY ITS ACCEPTANCE OF A CLASS B NOTE OR, IN THE CASE OF A
NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS B NOTE, COVENANTS AND AGREES THAT BY ACCEPTING THE BENEFITS OF THE INDENTURE SUCH CLASS B NOTEHOLDER OR NOTE OWNER WILL NOT, PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE TERMINATION OF THE
INDENTURE WITH RESPECT TO THE ISSUING ENTITY, ACQUIESCE, PETITION OR OTHERWISE INVOKE OR CAUSE THE DEPOSITOR OR THE ISSUING ENTITY TO INVOKE THE PROCESS OF ANY COURT OR GOVERNMENT AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING A CASE AGAINST
THE DEPOSITOR OR THE ISSUING ENTITY 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 ISSUING ENTITY OR
ANY SUBSTANTIAL PART OF THE PROPERTY OF EITHER OF THEM, OR ORDERING THE WINDING UP OR LIQUIDATION OF THE AFFAIRS OF THE DEPOSITOR OR THE ISSUING ENTITY UNDER ANY FEDERAL OR STATE BANKRUPTCY OR INSOLVENCY PROCEEDING. 

EACH CLASS B NOTEHOLDER BY ACCEPTING A NOTE (OR ANY INTEREST THEREIN) ACKNOWLEDGES THAT SUCH PERSON’S NOTE (OR INTEREST THEREIN)
REPRESENTS BENEFICIAL INTERESTS IN THE ISSUING ENTITY 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 THE BASIC DOCUMENTS. EACH CLASS B NOTEHOLDER BY THE ACCEPTANCE OF A NOTE (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 NOTES, IT SHALL HAVE NO CLAIM AGAINST ANY OF THE DEPOSITOR, THE SERVICER, THE ADMINISTRATOR, THE OWNER TRUSTEE, THE INDENTURE
TRUSTEE OR ANY AFFILIATE FOR ANY DEFICIENCY, LOSS OR CLAIM THEREFROM. IN THE EVENT THAT ANY OF THE FOREGOING COVENANTS OF EACH CLASS B NOTEHOLDER IS PROHIBITED BY, OR DECLARED ILLEGAL OR OTHERWISE UNENFORCEABLE AGAINST ANY SUCH CLASS B NOTEHOLDER
UNDER APPLICABLE LAW BY ANY COURT OR OTHER AUTHORITY OF COMPETENT JURISDICTION, AND, AS A RESULT, A CLASS B NOTEHOLDER IS DEEMED TO HAVE AN INTEREST IN ANY ASSETS OF THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR OTHER THAN THE ISSUING ENTITY, EACH
CLASS B NOTEHOLDER 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. 

  
 Ex. C-3-3 








 EACH CLASS B NOTEHOLDER OR NOTE OWNER (EXCEPT A CLASS B NOTEHOLDER WHICH IS CONSIDERED FOR
FEDERAL INCOME TAX PURPOSES THE ISSUER OF THE CLASS B NOTE (OR IS DISREGARDED AS AN ENTITY SEPARATE FROM SUCH ISSUER)), BY ACCEPTANCE OF A CLASS B NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS B NOTE, EXPRESSES ITS INTENTION
THAT THIS CLASS B NOTE QUALIFIES UNDER APPLICABLE TAX LAW AS INDEBTEDNESS SECURED BY THE COLLATERAL AND, UNLESS OTHERWISE REQUIRED BY APPROPRIATE TAXING AUTHORITIES, AGREES TO TREAT THE CLASS B NOTES AS INDEBTEDNESS SECURED BY THE COLLATERAL FOR THE
PURPOSE OF FEDERAL INCOME TAXES (TO THE EXTENT THE CLASS B NOTES ARE TREATED AS BENEFICIALLY OWNED BY A PERSON OTHER THAN ALLY BANK OR ITS AFFILIATES), STATE AND LOCAL INCOME AND FRANCHISE TAXES, AND ANY OTHER TAXES IMPOSED UPON, MEASURED BY OR
BASED UPON GROSS RECEIPTS OR GROSS OR NET INCOME. 
 EACH CLASS B NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS B NOTE OR, IN THE CASE
OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS B NOTE, ACKNOWLEDGES AND AGREES THAT THE PURPOSE OF ARTICLE XII OF THE INDENTURE IS TO FACILITATE COMPLIANCE WITH THE FDIC RULE BY THE SELLER, THE DEPOSITOR, THE SERVICER AND THE ISSUING ENTITY 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. 
 [Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation
(“DTC”), to the Issuing Entity or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.] 
 THE PRINCIPAL OF THIS NOTE IS
PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. 

  
 Ex. C-3-4 








 ALLY AUTO RECEIVABLES TRUST 2018-3 

CLASS B 3.31% ASSET BACKED NOTES 

ALLY AUTO RECEIVABLES TRUST 2018-3, a statutory trust organized and existing under the laws of the
State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to [            ][Cede & Co., or registered assigns,]
the principal sum of [                    ] DOLLARS ($[        ]) or such lesser outstanding
amount as may be payable in accordance with the Indenture (as defined on the reverse side of this Note), on each Distribution Date, in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is the initial
principal amount hereof and the denominator of which is the aggregate initial principal amount for such Class B Notes by (ii) the aggregate amount, if any, payable on such Distribution Date from the Note Distribution Account in respect of
principal on the Class B Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on October 16,
2023 (the “Final Scheduled Distribution Date”) unless this Class B Note is earlier redeemed pursuant to Section 10.1 of the Indenture, in which case such unpaid principal amount shall be due on the
Redemption Date. The Issuing Entity shall pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment on the principal amount of this Note outstanding
on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date (or, for the initial Distribution Date, the outstanding principal balance on the Closing Date)). Interest on the
Class B Notes will accrue from and including the Closing Date and will be payable on each Distribution Date in an amount equal to the Note Class Interest Distributable Amount for such Distribution Date for the Class B Notes. Interest
will be computed on the basis of a 360-day year of twelve 30-day months (or, in the case of the initial Distribution Date, an 18 day period). Such principal of and
interest on this Note shall be paid in the manner specified on the reverse hereof. All interest payments on each class of Notes on any Distribution Date shall be made pro rata to the Noteholders of such class entitled thereto. 

The principal of and interest on this Note are payable in such coin or currency of the United States of America which, at the time of payment,
is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this
Note. 
 Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as
though fully set forth on the face of this Note. 
 Unless the certificate of authentication hereon has been executed by the Indenture
Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. 

  
 Ex. C-3-5 








 IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer. 
 Dated: June 27, 2018 
  

			
	ALLY AUTO RECEIVABLES TRUST 2018-3
		
	By:	 	BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee
		
	 By:
	 	
                     


	Name:	 	
	Title:	 	

 INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Notes designed above and referred to in the within-mentioned Indenture. 

 

			
	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Indenture Trustee
		
	 By:
	 	
                     


	Name:	 	
	Title:	 	



  
 Ex. C-3-6 








 REVERSE OF NOTE 

This Note is one of a duly authorized issue of Notes of the Issuing Entity, designated as Class B 3.31% Asset Backed Notes (herein called
the “Class B Notes”), all issued under an indenture, dated as of June 27, 2018 (such indenture, as amended or supplemented, is herein called the “Indenture”), between the Issuing Entity and
Deutsche Bank Trust Company Americas, as trustee (the “Indenture Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Noteholders. The Class B Notes are one of several duly authorized classes of Notes of the Issuing Entity issued pursuant to the
Indenture (collectively, as to all Notes of all such classes, the “Notes”). The Notes are governed by and subject to all terms of the Indenture (which terms are incorporated herein and made a part hereof), to which Indenture the
Holder of this Class B Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this Class B Note that are defined in the Indenture shall have the meanings
assigned to them in or pursuant to the Indenture. 
 The Class B Notes and all other Notes issued pursuant to the Indenture are and
will be equally and ratably secured by the Collateral pledged as security therefor as provided in the Indenture. 
 Each Class B Noteholder
or Note Owner, by acceptance of a Class B Note or, in the case of a Note Owner, a beneficial interest in a Class B Note will be deemed to represent and warrant that either (i) it is not acquiring the Note with the assets of (a) an
“employee benefit plan” as defined in Section 3(3) of ERISA that is subject to the provisions of Title I of ERISA, (b) a “plan” subject to Section 4975 of the Code, (c) an entity whose underlying assets
include plan assets by reason of investment by an employee benefit plan or plan in such entity or (d) any other plan that is subject to any law that is substantially similar to Title I of ERISA or Section 4975 of the Code or (ii) (a)
the acquisition and holding of the Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any substantially similar
applicable law, (b) it acknowledges and agrees that the Note is not eligible for acquisition by Benefit Plans or other plans subject to Similar Law at any time that the ratings on such Note is below investment grade or the Note has been
characterized as other than indebtedness for applicable local law purposes and (c) certain other requirements, as set forth in Section 2.4(i) of the Indenture, are satisfied, if applicable. 

Each Noteholder or Note Owner, by acceptance of a Class B Note or, in the case of a Note Owner, a beneficial interest in a Class B
Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other
writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) the Depositor or any other owner of a beneficial interest in the Issuing Entity or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or
of any successor or assign of the Indenture Trustee or the Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or


  
 Ex. C-3-7 








 
beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to
such entity. 
 Each Noteholder or Note Owner, by acceptance of a Class B Note or, in the case of a Note Owner, a beneficial interest
in a Class B Note, covenants and agrees that by accepting the benefits of the Indenture such Noteholder or Note Owner will not, prior to the date which is one year and one day after the termination of the Indenture with respect to the Issuing
Entity, acquiesce, petition or otherwise invoke or cause the Depositor or the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Depositor or the Issuing Entity
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 Issuing Entity or any substantial part of the
property of either of them, or ordering the winding up or liquidation of the affairs of the Depositor or the Issuing Entity under any federal or State bankruptcy or insolvency proceeding. 

Each Noteholder or holder of an interest in a Class B Note, by acceptance of such Class B Note or such interest therein, agrees to
provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each
Noteholder or holder of an interest in a Class B Note, by acceptance of such Class B Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and
without any corresponding gross-up) payable to a Noteholder or holder of an interest in a Class B Note that fails to comply with the requirements of the preceding sentence. 

Each Noteholder by accepting a Class B Note (or any interest therein) acknowledges that such Person’s Class B Note (or interest
therein) represents beneficial interests in the Issuing Entity 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 the Basic Documents. Each Noteholder by the acceptance of a Class B Note (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 Class B Notes, it shall have no claim against any of the Depositor, the Servicer, the Administrator, the
Owner Trustee, the Indenture Trustee or any Affiliate for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Noteholder is prohibited by, or declared illegal or otherwise unenforceable against any such
Noteholder under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Noteholder is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Issuing Entity,
each Noteholder 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. 

  
 Ex. C-3-8 








 Except a Noteholder which is considered for federal income tax purposes the issuer of the
Class B Note (or is disregarded as an entity separate from such issuer), each Noteholder, by acceptance of a Class B Note or, in the case of a Note Owner, a beneficial interest in a Class B Note, expresses its intention that this
Class B Note qualifies under applicable tax law as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat the Class B Notes as indebtedness secured by the Collateral for the
purpose of federal income taxes (to the extent the Class B Notes are treated as beneficially owned by a person other than Ally Bank or its affiliates), State and local income and franchise taxes, and any other taxes imposed upon, measured by or
based upon gross or net income. 
 Each Class B Noteholder or Note Owner, by acceptance of a Class B Note or, in the case of a
Note Owner, a beneficial interest in a Class B Note, acknowledges and agrees that the purpose of Article XII of the Indenture is to facilitate compliance with the FDIC Rule by the Seller, the Depositor, the Servicer and the Issuing Entity 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. 
 Prior to the due presentment for registration of transfer of this Class B Note, the Issuing Entity, the Indenture Trustee and
any agent of the Issuing Entity or the Indenture Trustee may treat the Person in whose name this Class B Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for
all purposes, whether or not this Class B Note shall be overdue, and none of the Issuing Entity, the Indenture Trustee or any such agent shall be affected by notice to the contrary. 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Issuing Entity and the rights of the Noteholders under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes representing a majority of the Outstanding Amount of the Controlling Class. The Indenture also
contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the Class B Notes, to waive compliance by the Issuing Entity with certain
provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class B Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such
Holder and upon all future Holders of this Class B Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class B
Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders. 

The term “Issuing Entity” as used in this Class B Note includes any successor to the Issuing Entity under the Indenture.


  
 Ex. C-3-9 








 The Issuing Entity is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture. 
 The Notes are issuable only in
registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth. 
 This Class B Note
and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in
accordance with such laws. 
 No reference herein to the Indenture and no provision of this Class B Note or of the Indenture shall
alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Class B Note at the times, place and rate, and in the coin or currency herein prescribed. 

Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither the Depositor, the Servicer, the
Indenture Trustee nor the Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuing Entity, nor 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 payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this
Class B Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Owner Trustee solely as the Owner Trustee in the assets of the Issuing Entity. The Holder of this
Class B Note by the acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss
or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained
in the Indenture or in this Class B Note. 

  
 Ex. C-3-10 








 ASSIGNMENT 

Social Security or taxpayer I.D. or other identifying number of assignee 

                          
                                         
  
 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto 

 

			
	  
	  	

 (name and address of assignee) 

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
                                         ,
as attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. 
  

									
	 Dated:
	  	  
	  		  	  
	 	1
					
		  		  		  	 Signature Guaranteed:
	 	
				
	  
	  		  	  
	 	

  
  

	1 	NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.



  
 Ex. C-3-11 








 EXHIBIT C-4 

FORM OF CLASS C FIXED RATE ASSET BACKED NOTES 
  

			
	 REGISTERED
	  	$[            ]
	 NO. R-    
	  	

 SEE REVERSE FOR CERTAIN DEFINITIONS 

CUSIP NO. 
 [THIS RULE 144A GLOBAL CLASS C NOTE
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 RULE 144A GLOBAL CLASS C NOTE (OR INTEREST THEREIN) THE HOLDER OF THIS RULE 144A GLOBAL CLASS C NOTE (OR SUCH INTEREST) IF, OTHER THAN THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, IS DEEMED TO REPRESENT TO THE DEPOSITOR
AND THE INDENTURE TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT AND IS ACQUIRING THIS RULE 144A GLOBAL CLASS C NOTE (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 RULE 144A GLOBAL CLASS C NOTE (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 INDENTURE TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR IN WRITING THE
FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR, AND (B) THE INDENTURE TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE
EXPENSE OF THE DEPOSITOR, THE ADMINISTRATOR, THE SERVICER, THE ISSUING ENTITY OR THE INDENTURE TRUSTEE) SATISFACTORY TO THE DEPOSITOR AND THE INDENTURE 

  
 Ex. C-4-1 








 
TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE U.S. SECURITIES ACT.] 

EACH CLASS C NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS C NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS C
NOTE WILL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE ASSETS OF (A) 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, (B) A “PLAN” SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (C) AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY OR (D) ANY OTHER PLAN THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (EACH OF (A)-(D) ARE
COLLECTIVELY REFERRED TO AS “BENEFIT PLANS”) OR (II) (A) THE ACQUISITION AND HOLDING OF THE NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW, (B) IT ACKNOWLEDGES AND AGREES THAT THE NOTE IS NOT ELIGIBLE FOR ACQUISITION BY BENEFIT PLANS AT ANY TIME THAT THE RATINGS ON THE NOTE IS BELOW INVESTMENT
GRADE OR THE NOTE HAS BEEN CHARACTERIZED AS OTHER THAN INDEBTEDNESS FOR APPLICABLE LOCAL LAW PURPOSES AND (C) CERTAIN OTHER REQUIREMENTS, AS SET FORTH IN SECTION 2.4(I) OF THE INDENTURE, ARE SATISFIED, IF APPLICABLE. 

EACH CLASS C NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS C NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS C
NOTE, COVENANTS AND AGREES THAT NO RECOURSE MAY BE TAKEN, DIRECTLY OR INDIRECTLY, WITH RESPECT TO THE OBLIGATIONS OF THE ISSUING ENTITY, THE OWNER TRUSTEE OR THE INDENTURE TRUSTEE ON THE CLASS C NOTES OR UNDER THE INDENTURE OR ANY CERTIFICATE OR
OTHER WRITING DELIVERED IN CONNECTION THEREWITH, AGAINST (I) THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, (II) THE DEPOSITOR OR ANY OTHER OWNER OF A BENEFICIAL INTEREST IN THE ISSUING ENTITY OR (III) ANY
PARTNER, OWNER, BENEFICIARY, AGENT, OFFICER, DIRECTOR OR EMPLOYEE OF THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, ANY HOLDER OF A BENEFICIAL INTEREST IN THE ISSUING ENTITY, THE OWNER TRUSTEE OR THE INDENTURE TRUSTEE OR
OF ANY SUCCESSOR OR ASSIGN OF THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, EXCEPT AS ANY SUCH PERSON MAY HAVE EXPRESSLY AGREED AND EXCEPT THAT ANY SUCH PARTNER, OWNER OR BENEFICIARY SHALL BE FULLY LIABLE, TO THE EXTENT
PROVIDED BY APPLICABLE LAW, FOR ANY UNPAID CONSIDERATION FOR STOCK, UNPAID CAPITAL CONTRIBUTION OR FAILURE TO PAY ANY INSTALLMENT OR CALL OWING TO SUCH ENTITY. 

  
 Ex. C-4-2 








 EACH CLASS C NOTEHOLDER OR NOTE OWNER, BY ITS ACCEPTANCE OF A CLASS C NOTE OR, IN THE CASE OF A
NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS C NOTE, COVENANTS AND AGREES THAT BY ACCEPTING THE BENEFITS OF THE INDENTURE SUCH CLASS C NOTEHOLDER OR NOTE OWNER WILL NOT, PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE TERMINATION OF THE
INDENTURE WITH RESPECT TO THE ISSUING ENTITY, ACQUIESCE, PETITION OR OTHERWISE INVOKE OR CAUSE THE DEPOSITOR OR THE ISSUING ENTITY TO INVOKE THE PROCESS OF ANY COURT OR GOVERNMENT AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING A CASE AGAINST
THE DEPOSITOR OR THE ISSUING ENTITY 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 ISSUING ENTITY OR
ANY SUBSTANTIAL PART OF THE PROPERTY OF EITHER OF THEM, OR ORDERING THE WINDING UP OR LIQUIDATION OF THE AFFAIRS OF THE DEPOSITOR OR THE ISSUING ENTITY UNDER ANY FEDERAL OR STATE BANKRUPTCY OR INSOLVENCY PROCEEDING. 

EACH CLASS C NOTEHOLDER BY ACCEPTING A NOTE (OR ANY INTEREST THEREIN) ACKNOWLEDGES THAT SUCH PERSON’S NOTE (OR INTEREST THEREIN)
REPRESENTS BENEFICIAL INTERESTS IN THE ISSUING ENTITY 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 THE BASIC DOCUMENTS. EACH CLASS C NOTEHOLDER BY THE ACCEPTANCE OF A NOTE (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 NOTES, IT SHALL HAVE NO CLAIM AGAINST ANY OF THE DEPOSITOR, THE SERVICER, THE ADMINISTRATOR, THE OWNER TRUSTEE, THE INDENTURE
TRUSTEE OR ANY AFFILIATE FOR ANY DEFICIENCY, LOSS OR CLAIM THEREFROM. IN THE EVENT THAT ANY OF THE FOREGOING COVENANTS OF EACH CLASS C NOTEHOLDER IS PROHIBITED BY, OR DECLARED ILLEGAL OR OTHERWISE UNENFORCEABLE AGAINST ANY SUCH CLASS C NOTEHOLDER
UNDER APPLICABLE LAW BY ANY COURT OR OTHER AUTHORITY OF COMPETENT JURISDICTION, AND, AS A RESULT, A CLASS C NOTEHOLDER IS DEEMED TO HAVE AN INTEREST IN ANY ASSETS OF THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR OTHER THAN THE ISSUING ENTITY, EACH
CLASS C NOTEHOLDER 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. 

  
 Ex. C-4-3 








 EACH CLASS C NOTEHOLDER OR NOTE OWNER (EXCEPT A CLASS C NOTEHOLDER WHICH IS CONSIDERED FOR
FEDERAL INCOME TAX PURPOSES THE ISSUER OF THE CLASS C NOTE (OR IS DISREGARDED AS AN ENTITY SEPARATE FROM SUCH ISSUER)), BY ACCEPTANCE OF A CLASS C NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS C NOTE, EXPRESSES ITS INTENTION
THAT THIS CLASS C NOTE QUALIFIES UNDER APPLICABLE TAX LAW AS INDEBTEDNESS SECURED BY THE COLLATERAL AND, UNLESS OTHERWISE REQUIRED BY APPROPRIATE TAXING AUTHORITIES, AGREES TO TREAT THE CLASS C NOTES AS INDEBTEDNESS SECURED BY THE COLLATERAL FOR THE
PURPOSE OF FEDERAL INCOME TAXES (TO THE EXTENT THE CLASS C NOTES ARE TREATED AS BENEFICIALLY OWNED BY A PERSON OTHER THAN ALLY BANK OR ITS AFFILIATES), STATE AND LOCAL INCOME AND FRANCHISE TAXES, AND ANY OTHER TAXES IMPOSED UPON, MEASURED BY OR
BASED UPON GROSS RECEIPTS OR GROSS OR NET INCOME. 
 EACH CLASS C NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS C NOTE OR, IN THE CASE
OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS C NOTE, ACKNOWLEDGES AND AGREES THAT THE PURPOSE OF ARTICLE XII OF THE INDENTURE IS TO FACILITATE COMPLIANCE WITH THE FDIC RULE BY THE SELLER, THE DEPOSITOR, THE SERVICER AND THE ISSUING ENTITY 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. 
 [Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation
(“DTC”), to the Issuing Entity or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.] 
 THE PRINCIPAL OF THIS NOTE IS
PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. 

  
 Ex. C-4-4 








 ALLY AUTO RECEIVABLES TRUST 2018-3 

CLASS C 3.51% ASSET BACKED NOTES 

ALLY AUTO RECEIVABLES TRUST 2018-3, a statutory trust organized and existing under the laws of the
State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to [            ][Cede & Co., or registered assigns,]
the principal sum of [                    ] DOLLARS ($[        ]) or such lesser outstanding amount as may be
payable in accordance with the Indenture (as defined on the reverse side of this Note), on each Distribution Date, in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is the initial principal amount
hereof and the denominator of which is the aggregate initial principal amount for such Class C Notes by (ii) the aggregate amount, if any, payable on such Distribution Date from the Note Distribution Account in respect of principal on the
Class C Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on January 16, 2024 (the
“Final Scheduled Distribution Date”) unless this Class C Note is earlier redeemed pursuant to Section 10.1 of the Indenture, in which case such unpaid principal amount shall be due on the Redemption
Date. The Issuing Entity shall pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment on the principal amount of this Note outstanding on the
preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date (or, for the initial Distribution Date, the outstanding principal balance on the Closing Date)). Interest on the Class C Notes
will accrue from and including the Closing Date and will be payable on each Distribution Date in an amount equal to the Note Class Interest Distributable Amount for such Distribution Date for the Class C Notes. Interest will be computed on
the basis of a 360-day year of twelve 30-day months (or, in the case of the initial Distribution Date, an 18 day period). Such principal of and interest on this Note
shall be paid in the manner specified on the reverse hereof. All interest payments on each class of Notes on any Distribution Date shall be made pro rata to the Noteholders of such class entitled thereto. 

The principal of and interest on this Note are payable in such coin or currency of the United States of America which, at the time of payment,
is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this
Note. 
 Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as
though fully set forth on the face of this Note. 
 Unless the certificate of authentication hereon has been executed by the Indenture
Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. 

  
 Ex. C-4-5 








 IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer. 
 Dated: June 27, 2018 
  

			
	ALLY AUTO RECEIVABLES TRUST 2018-3
		
	By:	 	BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee
		
	By:	 	          

	Name:	 	
	Title:	 	

 INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Notes designed above and referred to in the within-mentioned Indenture. 

 

			
	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Indenture Trustee
		
	By:	 	
                     


	Name:	 	
	Title:	 	



  
 Ex. C-4-6 








 REVERSE OF NOTE 

This Note is one of a duly authorized issue of Notes of the Issuing Entity, designated as Class C 3.51% Asset Backed Notes (herein called
the “Class C Notes”), all issued under an indenture, dated as of June 27, 2018 (such indenture, as amended or supplemented, is herein called the “Indenture”), between the Issuing Entity and
Deutsche Bank Trust Company Americas, as trustee (the “Indenture Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Noteholders. The Class C Notes are one of several duly authorized classes of Notes of the Issuing Entity issued pursuant to the
Indenture (collectively, as to all Notes of all such classes, the “Notes”). The Notes are governed by and subject to all terms of the Indenture (which terms are incorporated herein and made a part hereof), to which Indenture the
Holder of this Class C Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this Class C Note that are defined in the Indenture shall have the meanings
assigned to them in or pursuant to the Indenture. 
 The Class C Notes and all other Notes issued pursuant to the Indenture are and
will be equally and ratably secured by the Collateral pledged as security therefor as provided in the Indenture. 
 Each Class C
Noteholder or Note Owner, by acceptance of a Class C Note or, in the case of a Note Owner, a beneficial interest in a Class C Note will be deemed to represent and warrant that either (i) it is not acquiring the Note with the assets of
(a) an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to the provisions of Title I of ERISA, (b) a “plan” subject to Section 4975 of the Code, (c) an entity whose underlying
assets include plan assets by reason of investment by an employee benefit plan or plan in such entity or (d) any other plan that is subject to any law that is substantially similar to Title I of ERISA or Section 4975 of the Code or
(ii) (a) the acquisition and holding of the Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any
substantially similar applicable law, (b) it acknowledges and agrees that the Note is not eligible for acquisition by Benefit Plans or other plans subject to Similar Law at any time that the ratings on such Note is below investment grade or the
Note has been characterized as other than indebtedness for applicable local law purposes and (c) certain other requirements, as set forth in Section 2.4(i) of the Indenture, are satisfied, if applicable. 

Each Noteholder or Note Owner, by acceptance of a Class C Note or, in the case of a Note Owner, a beneficial interest in a Class C
Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other
writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) the Depositor or any other owner of a beneficial interest in the Issuing Entity or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or
of any successor or assign of the Indenture Trustee or the Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or


  
 Ex. C-4-7 








 
beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to
such entity. 
 Each Noteholder or Note Owner, by acceptance of a Class C Note or, in the case of a Note Owner, a beneficial interest
in a Class C Note, covenants and agrees that by accepting the benefits of the Indenture such Noteholder or Note Owner will not, prior to the date which is one year and one day after the termination of the Indenture with respect to the Issuing
Entity, acquiesce, petition or otherwise invoke or cause the Depositor or the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Depositor or the Issuing Entity
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 Issuing Entity or any substantial part of the
property of either of them, or ordering the winding up or liquidation of the affairs of the Depositor or the Issuing Entity under any federal or State bankruptcy or insolvency proceeding. 

Each Noteholder or holder of an interest in a Class C Note, by acceptance of such Class C Note or such interest therein, agrees to
provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each
Noteholder or holder of an interest in a Class C Note, by acceptance of such Class C Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and
without any corresponding gross-up) payable to a Noteholder or holder of an interest in a Class C Note that fails to comply with the requirements of the preceding sentence. 

Each Noteholder by accepting a Class C Note (or any interest therein) acknowledges that such Person’s Class C Note (or interest
therein) represents beneficial interests in the Issuing Entity 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 the Basic Documents. Each Noteholder by the acceptance of a Class C Note (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 Class C Notes, it shall have no claim against any of the Depositor, the Servicer, the Administrator, the
Owner Trustee, the Indenture Trustee or any Affiliate for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Noteholder is prohibited by, or declared illegal or otherwise unenforceable against any such
Noteholder under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Noteholder is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Issuing Entity,
each Noteholder 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. 

  
 Ex. C-4-8 








 Except a Noteholder which is considered for federal income tax purposes the issuer of the
Class C Note (or is disregarded as an entity separate from such issuer), each Noteholder, by acceptance of a Class C Note or, in the case of a Note Owner, a beneficial interest in a Class C Note, expresses its intention that this
Class C Note qualifies under applicable tax law as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat the Class C Notes as indebtedness secured by the Collateral for the
purpose of federal income taxes (to the extent the Class C Notes are treated as beneficially owned by a person other than Ally Bank or its affiliates), State and local income and franchise taxes, and any other taxes imposed upon, measured by or
based upon gross or net income. 
 Each Class C Noteholder or Note Owner, by acceptance of a Class C Note or, in the case of a
Note Owner, a beneficial interest in a Class C Note, acknowledges and agrees that the purpose of Article XII of the Indenture is to facilitate compliance with the FDIC Rule by the Seller, the Depositor, the Servicer and the Issuing Entity 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. 
 Prior to the due presentment for registration of transfer of this Class C Note, the Issuing Entity, the Indenture Trustee and
any agent of the Issuing Entity or the Indenture Trustee may treat the Person in whose name this Class C Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for
all purposes, whether or not this Class C Note shall be overdue, and none of the Issuing Entity, the Indenture Trustee or any such agent shall be affected by notice to the contrary. 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Issuing Entity and the rights of the Noteholders under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes representing a majority of the Outstanding Amount of the Controlling Class. The Indenture also
contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the Class C Notes, to waive compliance by the Issuing Entity with certain
provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such
Holder and upon all future Holders of this Class C Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C
Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders. 

The term “Issuing Entity” as used in this Class C Note includes any successor to the Issuing Entity under the Indenture.


  
 Ex. C-4-9 








 The Issuing Entity is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture. 
 The Notes are issuable only in
registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth. 
 This Class C Note
and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in
accordance with such laws. 
 No reference herein to the Indenture and no provision of this Class C Note or of the Indenture shall
alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Class C Note at the times, place and rate, and in the coin or currency herein prescribed. 

Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither the Depositor, the Servicer, the
Indenture Trustee nor the Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuing Entity, nor 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 payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this
Class C Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Owner Trustee solely as the Owner Trustee in the assets of the Issuing Entity. The Holder of this
Class C Note by the acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss
or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained
in the Indenture or in this Class C Note. 

  
 Ex. C-4-10 








 ASSIGNMENT 

Social Security or taxpayer I.D. or other identifying number of assignee 

                          
                                         
  
 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto 

 

			
	  
	  	

 (name and address of assignee) 

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
                                        ,
as attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. 
  

									
	 Dated:
	  	  
	  		  	  
	 	1
					
		  		  		  	 Signature Guaranteed:
	 	
				
	  
	  		  	  
	 	

  
  

	1 	NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.



  
 Ex. C-4-11 








 EXHIBIT C-5 

FORM OF CLASS D FIXED RATE ASSET BACKED NOTES 
  

			
	 REGISTERED
	  	$[            ]
	 NO. R-    
	  	

 SEE REVERSE FOR CERTAIN DEFINITIONS 

CUSIP NO. 
 [THIS RULE 144A GLOBAL CLASS D NOTE
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 RULE 144A GLOBAL CLASS D NOTE (OR INTEREST THEREIN) THE HOLDER OF THIS RULE 144A GLOBAL CLASS D NOTE (OR SUCH INTEREST) IF, OTHER THAN THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, IS DEEMED TO REPRESENT TO THE DEPOSITOR
AND THE INDENTURE TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT AND IS ACQUIRING THIS RULE 144A GLOBAL CLASS D NOTE (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 RULE 144A GLOBAL CLASS D NOTE (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 INDENTURE TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR IN WRITING THE
FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR, AND (B) THE INDENTURE TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE
EXPENSE OF THE DEPOSITOR, THE ADMINISTRATOR, THE SERVICER, THE ISSUING ENTITY OR THE INDENTURE TRUSTEE) SATISFACTORY TO THE DEPOSITOR AND THE INDENTURE 

  
 Ex. C-5-1 








 
TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE U.S. SECURITIES ACT.] 

EACH CLASS D NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS D NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS D
NOTE WILL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE ASSETS OF (A) 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, (B) A “PLAN” SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (C) AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY OR (D) ANY OTHER PLAN THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (EACH OF (A)-(D) ARE
COLLECTIVELY REFERRED TO AS “BENEFIT PLANS”) OR (II) (A) THE ACQUISITION AND HOLDING OF THE NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW, (B) IT ACKNOWLEDGES AND AGREES THAT THE NOTE IS NOT ELIGIBLE FOR ACQUISITION BY BENEFIT PLANS AT ANY TIME THAT THE RATINGS ON THE NOTE IS BELOW INVESTMENT
GRADE OR THE NOTE HAS BEEN CHARACTERIZED AS OTHER THAN INDEBTEDNESS FOR APPLICABLE LOCAL LAW PURPOSES AND (C) CERTAIN OTHER REQUIREMENTS, AS SET FORTH IN SECTION 2.4(I) OF THE INDENTURE, ARE SATISFIED, IF APPLICABLE. 

EACH CLASS D NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS D NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS D
NOTE, COVENANTS AND AGREES THAT NO RECOURSE MAY BE TAKEN, DIRECTLY OR INDIRECTLY, WITH RESPECT TO THE OBLIGATIONS OF THE ISSUING ENTITY, THE OWNER TRUSTEE OR THE INDENTURE TRUSTEE ON THE CLASS D NOTES OR UNDER THE INDENTURE OR ANY CERTIFICATE OR
OTHER WRITING DELIVERED IN CONNECTION THEREWITH, AGAINST (I) THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, (II) THE DEPOSITOR OR ANY OTHER OWNER OF A BENEFICIAL INTEREST IN THE ISSUING ENTITY OR (III) ANY
PARTNER, OWNER, BENEFICIARY, AGENT, OFFICER, DIRECTOR OR EMPLOYEE OF THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, ANY HOLDER OF A BENEFICIAL INTEREST IN THE ISSUING ENTITY, THE OWNER TRUSTEE OR THE INDENTURE TRUSTEE OR
OF ANY SUCCESSOR OR ASSIGN OF THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, EXCEPT AS ANY SUCH PERSON MAY HAVE EXPRESSLY AGREED AND EXCEPT THAT ANY SUCH PARTNER, OWNER OR BENEFICIARY SHALL BE FULLY LIABLE, TO THE EXTENT
PROVIDED BY APPLICABLE LAW, FOR ANY UNPAID CONSIDERATION FOR STOCK, UNPAID CAPITAL CONTRIBUTION OR FAILURE TO PAY ANY INSTALLMENT OR CALL OWING TO SUCH ENTITY. 

  
 Ex. C-5-2 








 EACH CLASS D NOTEHOLDER OR NOTE OWNER, BY ITS ACCEPTANCE OF A CLASS D NOTE OR, IN THE CASE OF A
NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS D NOTE, COVENANTS AND AGREES THAT BY ACCEPTING THE BENEFITS OF THE INDENTURE SUCH CLASS D NOTEHOLDER OR NOTE OWNER WILL NOT, PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE TERMINATION OF THE
INDENTURE WITH RESPECT TO THE ISSUING ENTITY, ACQUIESCE, PETITION OR OTHERWISE INVOKE OR CAUSE THE DEPOSITOR OR THE ISSUING ENTITY TO INVOKE THE PROCESS OF ANY COURT OR GOVERNMENT AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING A CASE AGAINST
THE DEPOSITOR OR THE ISSUING ENTITY 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 ISSUING ENTITY OR
ANY SUBSTANTIAL PART OF THE PROPERTY OF EITHER OF THEM, OR ORDERING THE WINDING UP OR LIQUIDATION OF THE AFFAIRS OF THE DEPOSITOR OR THE ISSUING ENTITY UNDER ANY FEDERAL OR STATE BANKRUPTCY OR INSOLVENCY PROCEEDING. 

EACH CLASS D NOTEHOLDER BY ACCEPTING A NOTE (OR ANY INTEREST THEREIN) ACKNOWLEDGES THAT SUCH PERSON’S NOTE (OR INTEREST THEREIN)
REPRESENTS BENEFICIAL INTERESTS IN THE ISSUING ENTITY 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 THE BASIC DOCUMENTS. EACH CLASS D NOTEHOLDER BY THE ACCEPTANCE OF A NOTE (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 NOTES, IT SHALL HAVE NO CLAIM AGAINST ANY OF THE DEPOSITOR, THE SERVICER, THE ADMINISTRATOR, THE OWNER TRUSTEE, THE INDENTURE
TRUSTEE OR ANY AFFILIATE FOR ANY DEFICIENCY, LOSS OR CLAIM THEREFROM. IN THE EVENT THAT ANY OF THE FOREGOING COVENANTS OF EACH CLASS D NOTEHOLDER IS PROHIBITED BY, OR DECLARED ILLEGAL OR OTHERWISE UNENFORCEABLE AGAINST ANY SUCH CLASS D NOTEHOLDER
UNDER APPLICABLE LAW BY ANY COURT OR OTHER AUTHORITY OF COMPETENT JURISDICTION, AND, AS A RESULT, A CLASS D NOTEHOLDER IS DEEMED TO HAVE AN INTEREST IN ANY ASSETS OF THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR OTHER THAN THE ISSUING ENTITY, EACH
CLASS D NOTEHOLDER 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. 

  
 Ex. C-5-3 








 EACH CLASS D NOTEHOLDER OR NOTE OWNER (EXCEPT A CLASS D NOTEHOLDER WHICH IS CONSIDERED FOR
FEDERAL INCOME TAX PURPOSES THE ISSUER OF THE CLASS D NOTE (OR IS DISREGARDED AS AN ENTITY SEPARATE FROM SUCH ISSUER)), BY ACCEPTANCE OF A CLASS D NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS D NOTE, EXPRESSES ITS INTENTION
THAT THIS CLASS D NOTE QUALIFIES UNDER APPLICABLE TAX LAW AS INDEBTEDNESS SECURED BY THE COLLATERAL AND, UNLESS OTHERWISE REQUIRED BY APPROPRIATE TAXING AUTHORITIES, AGREES TO TREAT THE CLASS D NOTES AS INDEBTEDNESS SECURED BY THE COLLATERAL FOR THE
PURPOSE OF FEDERAL INCOME TAXES (TO THE EXTENT THE CLASS D NOTES ARE TREATED AS BENEFICIALLY OWNED BY A PERSON OTHER THAN ALLY BANK OR ITS AFFILIATES), STATE AND LOCAL INCOME AND FRANCHISE TAXES, AND ANY OTHER TAXES IMPOSED UPON, MEASURED BY OR
BASED UPON GROSS RECEIPTS OR GROSS OR NET INCOME. 
 EACH CLASS D NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS D NOTE OR, IN THE CASE
OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS D NOTE, ACKNOWLEDGES AND AGREES THAT THE PURPOSE OF ARTICLE XII OF THE INDENTURE IS TO FACILITATE COMPLIANCE WITH THE FDIC RULE BY THE SELLER, THE DEPOSITOR, THE SERVICER AND THE ISSUING ENTITY 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. 
 [Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation
(“DTC”), to the Issuing Entity or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.] 
 THE PRINCIPAL OF THIS NOTE IS
PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. 

  
 Ex. C-5-4 








 ALLY AUTO RECEIVABLES TRUST 2018-3 

CLASS D 3.85% ASSET BACKED NOTES 

ALLY AUTO RECEIVABLES TRUST 2018-3, a statutory trust organized and existing under the laws of the
State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to [            ][Cede & Co., or registered assigns,]
the principal sum of [                    ] DOLLARS ($[        ]) or such lesser outstanding amount as may be
payable in accordance with the Indenture (as defined on the reverse side of this Note), on each Distribution Date, in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is the initial principal amount
hereof and the denominator of which is the aggregate initial principal amount for such Class D Notes by (ii) the aggregate amount, if any, payable on such Distribution Date from the Note Distribution Account in respect of principal on the
Class D Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on March 17, 2025 (the
“Final Scheduled Distribution Date”) unless this Class D Note is earlier redeemed pursuant to Section 10.1 of the Indenture, in which case such unpaid principal amount shall be due on the Redemption
Date. The Issuing Entity shall pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment on the principal amount of this Note outstanding on the
preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date (or, for the initial Distribution Date, the outstanding principal balance on the Closing Date)). Interest on the Class D Notes
will accrue from and including the Closing Date and will be payable on each Distribution Date in an amount equal to the Note Class Interest Distributable Amount for such Distribution Date for the Class D Notes. Interest will be computed on
the basis of a 360-day year of twelve 30-day months (or, in the case of the initial Distribution Date, an 18 day period). Such principal of and interest on this Note
shall be paid in the manner specified on the reverse hereof. All interest payments on each class of Notes on any Distribution Date shall be made pro rata to the Noteholders of such class entitled thereto. 

The principal of and interest on this Note are payable in such coin or currency of the United States of America which, at the time of payment,
is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this
Note. 
 Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as
though fully set forth on the face of this Note. 
 Unless the certificate of authentication hereon has been executed by the Indenture
Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. 

  
 Ex. C-5-5 








 IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer. 
 Dated: June 27, 2018 
  

			
	ALLY AUTO RECEIVABLES TRUST 2018-3
		
	 By:
	 	BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee

  

			
	By:	 	
                     


	Name:	 	
	Title:	 	

 INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Notes designed above and referred to in the within-mentioned Indenture. 

 

			
	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Indenture Trustee


 
			
		
	By:	 	
                     


	Name:	 	
	Title:	 	



  
 Ex. C-5-6 








 REVERSE OF NOTE 

This Note is one of a duly authorized issue of Notes of the Issuing Entity, designated as Class D 3.85% Asset Backed Notes (herein called
the “Class D Notes”), all issued under an indenture, dated as of June 27, 2018 (such indenture, as amended or supplemented, is herein called the “Indenture”), between the Issuing Entity and
Deutsche Bank Trust Company Americas, as trustee (the “Indenture Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Noteholders. The Class D Notes are one of several duly authorized classes of Notes of the Issuing Entity issued pursuant to the
Indenture (collectively, as to all Notes of all such classes, the “Notes”). The Notes are governed by and subject to all terms of the Indenture (which terms are incorporated herein and made a part hereof), to which Indenture the
Holder of this Class D Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this Class D Note that are defined in the Indenture shall have the meanings
assigned to them in or pursuant to the Indenture. 
 The Class D Notes and all other Notes issued pursuant to the Indenture are and
will be equally and ratably secured by the Collateral pledged as security therefor as provided in the Indenture. 
 Each Class D
Noteholder or Note Owner, by acceptance of a Class D Note or, in the case of a Note Owner, a beneficial interest in a Class D Note will be deemed to represent and warrant that either (i) it is not acquiring the Note with the assets of
(a) an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to the provisions of Title I of ERISA, (b) a “plan” subject to Section 4975 of the Code, (c) an entity whose underlying
assets include plan assets by reason of investment by an employee benefit plan or plan in such entity or (d) any other plan that is subject to any law that is substantially similar to Title I of ERISA or Section 4975 of the Code or
(ii) (a) the acquisition and holding of the Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any
substantially similar applicable law, (b) it acknowledges and agrees that the Note is not eligible for acquisition by Benefit Plans or other plans subject to Similar Law at any time that the ratings on such Note is below investment grade or the
Note has been characterized as other than indebtedness for applicable local law purposes and (c) certain other requirements, as set forth in Section 2.4(i) of the Indenture, are satisfied, if applicable. 

Each Noteholder or Note Owner, by acceptance of a Class D Note or, in the case of a Note Owner, a beneficial interest in a Class D
Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other
writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) the Depositor or any other owner of a beneficial interest in the Issuing Entity or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or
of any successor or assign of the Indenture Trustee or the Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or


  
 Ex. C-5-7 








 
beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to
such entity. 
 Each Noteholder or Note Owner, by acceptance of a Class D Note or, in the case of a Note Owner, a beneficial interest
in a Class D Note, covenants and agrees that by accepting the benefits of the Indenture such Noteholder or Note Owner will not, prior to the date which is one year and one day after the termination of the Indenture with respect to the Issuing
Entity, acquiesce, petition or otherwise invoke or cause the Depositor or the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Depositor or the Issuing Entity
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 Issuing Entity or any substantial part of the
property of either of them, or ordering the winding up or liquidation of the affairs of the Depositor or the Issuing Entity under any federal or state bankruptcy or insolvency proceeding. 

Each Noteholder or holder of an interest in a Class D Note, by acceptance of such Class D Note or such interest therein, agrees to
provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each
Noteholder or holder of an interest in a Class D Note, by acceptance of such Class D Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and
without any corresponding gross-up) payable to a Noteholder or holder of an interest in a Class D Note that fails to comply with the requirements of the preceding sentence. 

Each Noteholder by accepting a Class D Note (or any interest therein) acknowledges that such Person’s Class D Note (or interest
therein) represents beneficial interests in the Issuing Entity 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 the Basic Documents. Each Noteholder by the acceptance of a Class D Note (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 Class D Notes, it shall have no claim against any of the Depositor, the Servicer, the Administrator, the
Owner Trustee, the Indenture Trustee or any Affiliate for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Noteholder is prohibited by, or declared illegal or otherwise unenforceable against any such
Noteholder under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Noteholder is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Issuing Entity,
each Noteholder 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. 

  
 Ex. C-5-8 








 Except a Noteholder which is considered for federal income tax purposes the issuer of the
Class D Note (or is disregarded as an entity separate from such issuer), each Noteholder, by acceptance of a Class D Note or, in the case of a Note Owner, a beneficial interest in a Class D Note, expresses its intention that this
Class D Note qualifies under applicable tax law as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat the Class D Notes as indebtedness secured by the Collateral for the
purpose of federal income taxes (to the extent the Class D Notes are treated as beneficially owned by a person other than Ally Bank or its affiliates), state and local income and franchise taxes, and any other taxes imposed upon, measured by or
based upon gross or net income. 
 Each Class D Noteholder or Note Owner, by acceptance of a Class D Note or, in the case of a
Note Owner, a beneficial interest in a Class D Note, acknowledges and agrees that the purpose of Article XII of the Indenture is to facilitate compliance with the FDIC Rule by the Seller, the Depositor, the Servicer and the Issuing Entity 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. 
 Prior to the due presentment for registration of transfer of this Class D Note, the Issuing Entity, the Indenture Trustee and
any agent of the Issuing Entity or the Indenture Trustee may treat the Person in whose name this Class D Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for
all purposes, whether or not this Class D Note shall be overdue, and none of the Issuing Entity, the Indenture Trustee or any such agent shall be affected by notice to the contrary. 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Issuing Entity and the rights of the Noteholders under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes representing a majority of the Outstanding Amount of the Controlling Class. The Indenture also
contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the Class D Notes, to waive compliance by the Issuing Entity with certain
provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class D Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such
Holder and upon all future Holders of this Class D Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class D
Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders. 

The term “Issuing Entity” as used in this Class D Note includes any successor to the Issuing Entity under the Indenture.


  
 Ex. C-5-9 








 The Issuing Entity is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture. 
 The Notes are issuable only in
registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth. 
 This Class D Note
and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in
accordance with such laws. 
 No reference herein to the Indenture and no provision of this Class D Note or of the Indenture shall
alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Class D Note at the times, place and rate, and in the coin or currency herein prescribed. 

Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither the Depositor, the Servicer, the
Indenture Trustee nor the Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuing Entity, nor 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 payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this
Class D Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Owner Trustee solely as the Owner Trustee in the assets of the Issuing Entity. The Holder of this
Class D Note by the acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss
or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained
in the Indenture or in this Class D Note. 

  
 Ex. C-5-10 








 ASSIGNMENT 

Social Security or taxpayer I.D. or other identifying number of assignee 

                          
                                         
  
 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto 

 

			
	  
	  	

 (name and address of assignee) 

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
                                         ,
as attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. 
  

									
	 Dated:
	  	  
	  		  	  
	 	1
					
		  		  		  	 Signature Guaranteed:
	 	
				
	  
	  		  	  
	 	

  
  

	1	NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without
alteration, enlargement or any change whatsoever. 


  
 Ex. C-5-11 








 EXHIBIT D 

SERVICING CRITERIA TO BE ADDRESSED IN INDENTURE TRUSTEE’S ASSESSMENT OF COMPLIANCE 

The assessment of compliance to be delivered by the Indenture Trustee shall address, at a minimum, the criteria identified as below as “Applicable
Servicing Criteria”: 
  

					
	
Servicing Criteria
	  	 Applicable
Servicing Criteria

	 Reference
	  	 Criteria
	  	 
		  	General Servicing Considerations	  	
			
	1122(d)(1)(i)	  	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	  	
			
	1122(d)(1)(ii)	  	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	  	
			
	1122(d)(1)(iii)	  	Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.	  	
			
	1122(d)(1)(iv)	  	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of
the transaction agreements.	  	
			
	1122(d)(1)(v)	  	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	  	
			
		  	Cash Collection and Administration	  	
			
	1122(d)(2)(i)	  	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction
agreements.	  	
			
	1122(d)(2)(ii)	  	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	  	✓
			
	1122(d)(2)(iii)	  	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	  	
			
	1122(d)(2)(iv)	  	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of	  	✓


  
 Ex. D-1 









							
	
Servicing Criteria
	  	Applicable
Servicing Criteria	 
	 Reference
	  	 Criteria
	  	 	 
		  	overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.1	  			
			
	1122(d)(2)(v)	  	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a
foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.(1)	  	 	✓	 
			
	1122(d)(2)(vi)	  	Unissued checks are safeguarded so as to prevent unauthorized access.	  			
			
	1122(d)(2)(vii)	  	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate;
(B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation;
and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	  			
			
		  	Investor Remittances and Reporting	  			
			
	1122(d)(3)(i)	  	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in
accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by
its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer.	  			
			
	1122(d)(3)(ii)	  	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.2	  	 	✓	 

  

	1 	To extent such accounts relate to accounts maintained at the Indenture Trustee. 


	2 	In accordance with the Servicer’s Accounting as set forth in the Basic Documents, as applicable. 


  
 Ex. D-2 









							
	
Servicing Criteria
	  	Applicable
Servicing Criteria	 
	 Reference
	  	 Criteria
	  	 	 
	1122(d)(3)(iii)	  	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	  	 	✓	 
			
	1122(d)(3)(iv)	  	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	  	 	✓	 
			
		  	Pool Asset Administration	  			
			
	1122(d)(4)(i)	  	Collateral or security on pool assets is maintained as required by the transaction agreements or related asset pool documents.	  			
			
	1122(d)(4)(ii)	  	Pool assets and related documents are safeguarded as required by the transaction agreements.	  			
			
	1122(d)(4)(iii)	  	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	  			
			
	1122(d)(4)(iv)	  	Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other
number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset pool documents.	  			
			
	1122(d)(4)(v)	  	The Servicer’s records regarding the accounts and the accounts agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.	  			
			
	1122(d)(4)(vi)	  	Changes with respect to the terms or status of an obligor’s account (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool asset documents.	  			
			
	1122(d)(4)(vii)	  	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes
or other requirements established by the transaction agreements.	  			
			
	1122(d)(4)(viii)	  	Records documenting collection efforts are maintained during the period a pool asset is delinquent in	  			


  
 Ex. D-3 









					
	
Servicing Criteria
	  	Applicable
Servicing Criteria
	 Reference
	  	 Criteria
	  	 
		  	accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent
pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	  	
			
	1122(d)(4)(ix)	  	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.	  	
			
	1122(d)(4)(x)	  	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s Account documents, on at least an annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable Account documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment
of the related Accounts, or such other number of days specified in the transaction agreements.	  	
			
	1122(d)(4)(xi)	  	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such
support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	  	
			
	1122(d)(4)(xii)	  	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or
omission.	  	
			
	1122(d)(4)(xiii)	  	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	  	
			
	1122(d)(4)(xiv)	  	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	  	
			
	1122(d)(4)(xv)	  	Any external enhancement or other support, identified	  	


  
 Ex. D-4 









					
	
Servicing Criteria
	  	Applicable
Servicing Criteria
	 Reference
	  	 Criteria
	  	 
	1122(d)(4)(xv)	  	in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	  	


  
 Ex. D-5 








 EXHIBIT E 

FORM OF CERTIFICATION 
 Re: the
                     dated as of            ,
20     (the “Agreement”), among
                                         
                                       . 

I,
                                        ,
the
                                        
of Deutsche Bank Trust Company Americas (the “Company”), certify to Ally Auto Assets LLC (the “Depositor”), and its officers, with the knowledge and intent that they will rely upon this certification, that: 

(1) I have reviewed the report on assessment of the Company’s compliance provided in accordance with Rules
13a-18 and 15d-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Report on
Assessment”), and the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and
Section 1122(b) of Regulation AB that were delivered by the Company to the Depositor pursuant to the Agreement (collectively, the “Company Information”); 

(2) To the best of my knowledge, the Report on Assessment, taken as a whole, does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Report on Assessment; and 

(3) To the best of my knowledge, all of the Company Information required to be provided by the Company under the Agreement has been provided
to the Depositor. 
  

			
	Dated:	 	  

		
	By:	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Indenture Trustee
		
	Name:	 	  

	Title:	 	  




  
 Ex. E 








 APPENDIX A 

Additional Representations and Warranties 
  

	1.	This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is
enforceable as such as against creditors of and purchasers from the Issuing Entity. 

  

	2.	All steps necessary to perfect the Issuing Entity’s security interest against each Obligor in the property securing the Receivables have been taken. 


 

	3.	The Receivables constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the applicable UCC. 


 

	4.	The Issuing Entity owns and has good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person. 


 

	5.	The Issuing Entity has caused or will have caused, within ten (10) days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order
to perfect the security interest in the Receivables granted to the Indenture Trustee under this Indenture. 

  

	6.	Other than the security interest granted to the Indenture Trustee under the Indenture, the Issuing Entity has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables.
The Issuing Entity has not authorized the filing of, nor is the Issuing Entity aware of, any financing statements against the Seller, the Depositor or the Issuing Entity that include a description of collateral covering the Receivables other than
the financing statements relating to the security interests granted to the Depositor, the Issuing Entity and the Indenture Trustee under the Basic Documents or any financing statement that has been terminated. The Issuing Entity is not aware of any
judgment or tax lien filings against the Seller, the Depositor or the Issuing Entity. 

  

	7.	The Custodian has in its possession or with other third party vendors all original copies (or, with respect to Receivables that are “electronic chattel paper,” authoritative copies) of the Receivables Files
and other documents that constitute or evidence the Receivables. The Receivables Files and other documents that constitute or evidence the Receivables that are “tangible chattel paper” do not have any marks or notations indicating that
they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor. All financing statements filed or to be filed against the Issuing Entity in favor of the Indenture Trustee in connection herewith describing the
Receivables contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee.” 


  
 App. A