Common use of Conditions to the Obligations of the Underwriters Clause in Contracts

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class B Notes, the Class C, the Class D Notes and the Class E Notes shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of to the DepositorDepositor and Deputy General Counsel to Ally Bank, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇opinions of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, and in form and substance reasonably acceptable to the Representatives, with respect to certain corporate, UCC, FDIC and other matters, and (ii) VanCott, an opinion of ▇▇▇▇▇▇, Cornwall & ▇▇ ▇▇▇▇▇▇▇, Utah special counsel for Ally BankGeneral Counsel of the Asset Representations Reviewer, and in form and substance reasonably acceptable regarding certain corporate matters relating to the RepresentativesAsset Representations Reviewer, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Agreement, the Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class A-1 Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates, other than to the extent retained to comply with the Credit Risk Retention Rules) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated On the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Class A-1 Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class B Notes, the Class CC Notes, the Class D Notes and the Class E Notes Certificates shall have been issued by the Trust. (kj) The Depositor shall have received the ratings letters that assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of to the Depositor, Chief Counsel to Ally Bank and Assistant General Counsel of Ally Financial, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇opinions of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank, Ally Financial and the Depositor, and in form and substance reasonably acceptable to the Representatives, with respect to certain corporate, UCC, FDIC and other matters, (ii) VanCottan opinion of Prince, ▇▇▇▇▇▇ & ▇, Cornwall & ▇▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, and (iii) an opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, General Counsel of the Asset Representations Reviewer, regarding certain corporate matters relating to the Asset Representations Reviewer, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank, Ally Financial and the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates, other than to the extent retained to comply with the Credit Risk Retention Rules) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class B Notes, the Class C, the Class D Notes and the Class E Notes shall have been issued by the Trust. (kj) The Depositor shall have received the ratings letters that assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Chief Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (the “FDIC”) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class B Notes, the Class C, the Class D Notes and the Class E Notes shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties of Carvana and the Depositor contained in Section 1 and in certificates of any officer of Carvana delivered pursuant to the provisions hereof, to the performance by each of Carvana and the Depositor of their respective covenants and other obligations hereunder and to the following additional conditions: (a) The Representatives shall have received a letterRegistration Statement has become effective and is effective under the Securities Act, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) Material Adverse Effect in the condition of Carvana, the Depositor and its Depositor, or their subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives Representative, for the benefit of the Underwriters, shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (cb) The Representatives Representative, for the benefit of the Underwriters, shall have received on the Closing Date an opinion of the General Counsel of the Depositorfollowing, dated the Closing Date, each in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on Representative and, unless stated otherwise, dated as of the Closing Date an opinion of Date: (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPA letter, special counsel to dated as of the Depositordate of the Final Preliminary Prospectus, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereofFinal Preliminary Prospectus, and a letter with respect to the Final Prospectus, as each of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel which is from a nationally recognized accounting firm reasonably acceptable to the Depositor.Representative; (fii) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a A certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, Carvana in which such officer or officersofficer, to the best of their his knowledge after reasonable investigation, shall state that the representations and warranties of Carvana and the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement each Transaction Document are true and correct and that Carvana and the Depositor has have complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date.; (hiii) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions Opinions of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to ▇▇▇▇▇▇▇ and the Depositor; (iv) An opinion of in-house counsel to the Sponsor; (v) An opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇, counsel to the Servicer; (vi) An opinion of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, LLP, counsel to the Indenture Trustee and Collateral Custodian; (vii) An opinion of in-house counsel to the Indenture Trustee and Collateral Custodian; (viii) An opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP▇▇, special P.A., counsel to Ally Bank the Issuing Entity, the Grantor Trust, the Owner Trustee and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause Grantor Trust Trustee; (iiiix) below, an An opinion of in-house counsel to the Asset Representation Reviewer; (x) An opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ ▇. ▇▇, counsel to the Backup Servicer; (xi) Negative assurance letters with respect to the Disclosure Package as of the date hereof and with respect to the Final Prospectus of ▇▇▇▇▇ ▇▇▇▇▇ LLP; (xii) Negative assurance letters with respect to the Disclosure Package as of the date hereof and with respect to the Final Prospectus of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, General Counsel to Ally Bankcounsel for the Underwriters; and (xiii) Such information, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bankcertificates, and (iii) concluding that none of documents as the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoingRepresentative may reasonably request. (jc) On the Closing Date, the Class B NotesIndenture shall have been duly qualified under the Trust Indenture Act. (d) On the Closing Date, the Class C, the Class D Notes and the Class E Notes Securities shall have been issued by the TrustIssuing Entity. (ke) The Depositor shall have received the ratings letters that at least assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Initial Closing Date, Date with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Initial Closing Date, a certificate, dated the Initial Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Initial Closing Date an opinion of the General Counsel of the DepositorDepositor and Assistant General Counsel of the Sponsor, dated the Initial Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Initial Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and dated the Initial Closing Date, in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Initial Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Initial Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Initial Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and the Servicing Agreement, the Trust Agreement Agreement, and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Initial Closing Date. (h) On or prior to the Initial Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Initial Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank Financial and the Depositor, dated the Initial Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank Financial to the Depositor as a sale or contribution, contribution and (ii) concluding that a bankruptcy court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, not under applicable federal conservatorship or receivership bankruptcy law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, Financial and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank Financial pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank Financial is subject: the issue or and delivery of the Offered Notes, or the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, to be dated as of February 12, 2010the Initial Closing Date, among Ally BankFinancial, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Initial Closing Date, the Class B Notes, the Class C, the Class D E Notes and the Class E Notes Certificates shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the [Final Preliminary Prospectus, Prospectus,][[Initial] Closing Date,] with respect to the Final Preliminary Prospectus, and a letter, dated as of the [Initial] Closing Date, Date with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and [ ] in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the [Initial] Closing Date, a certificate, dated the [Initial] Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the [Initial] Closing Date an opinion of the General Counsel of the Depositor, dated the [Initial] Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the [Initial] Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ K&L Gates LLP, special counsel to the Depositor, and in form and substance reasonably acceptable substantially to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and effect set forth in Exhibit B in form and substance reasonably acceptable to the Representatives, each dated the [Initial] Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the [Initial] Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ K&L Gates LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the [Initial] Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP[ ], counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the [Initial] Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, and the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the [Initial] Closing Date. (h) On or prior to the [Initial] Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of [the Class B A-1 Notes, the Class C Notes, the Class D Notes, the Class E B Notes or or] the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the [Initial] Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ K&L Gates LLP, special counsel to Ally The Huntington National Bank and the Depositor, dated the [Initial] Closing Date, and with respect to certain matters regarding Ally The Huntington National Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇Cheap, General Counsel to Ally The Huntington National Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally The Huntington National Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership requirements contained in paragraphs (b) and (c) of the Federal Deposit Insurance Corporation (“FDIC”) over Ally Bank would notregulation entitled “Treatment of financial assets transferred in connection with a securitization or participation” set forth in 12 CFR § 360.6, under as amended (such regulation, the “FDIC Rule”) that are applicable federal conservatorship to the transactions contemplated hereby and by the Transaction Documents will have been satisfied as of the Closing Date, and either paragraph (d)(3) or receivership law, (Ad)(4) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend Rule applies to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Banksuch transactions, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally The Huntington National Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally The Huntington National Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, to be dated as of February 12, 2010the [Initial] Closing Date, among Ally The Huntington National Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) [The Class A-1 Notes are rated in the highest rating category for short-term obligations by at least one nationally recognized rating agency.] Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes are rated in the highest rating category for long-term (i.e., “AAA”) obligations by at least one nationally recognized rating agency. (k) [On the [Initial] Closing Date, the aggregate principal balance of Class B Notes, A-1 Notes set forth in the Class C, the Class D Notes and the Class E Notes Final Prospectus shall have been issued by the Trust.] (kl) The Depositor [On the [Initial] Closing Date, the aggregate principal balance of Class B Notes set forth in the Final Prospectus shall have received been issued by the ratings letters that assign ratings to Trust.] (m) On the Offered Notes specified in [Initial] Closing Date, the Ratings Free Writing ProspectusCertificates shall have been issued by the Trust. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, Date with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCottPrince, ▇▇▇▇▇▇ & ▇, Cornwall & ▇▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, and (iii) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, General Counsel of the Asset Representations Reviewer, regarding certain corporate matters relating to the Asset Representations Reviewer, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Agreement, the Servicing Agreement, the Trust Agreement Agreement, and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iiiii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Chief Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would notwould, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC acting as conservator or receiver of for Ally Bank would extend to could not avoid the Receivables, Pooling Agreement by exercise of its authority under 12 U.S.C. § 1823(e) or (B) hold that paragraph (d)(3) or paragraph (d)(4), as applicable, and paragraph (e) of the FDIC regulation entitled “Treatment of financial assets transferred in connection with a securitization or participation,” 12 CFR § 360.6 (as amended through the Closing Date) would be able apply to recover transactions contemplated by the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally BankBasic Documents, and (iiiii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Agreement, the Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, to be dated as of February 12, 2010the Closing Date, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class B Notes, the Class C, the Class D Notes and the Class E Notes Certificates shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties of Carvana and the Depositor contained in Section 1 and in certificates of any officer of Carvana delivered pursuant to the provisions hereof, to the performance by each of Carvana and the Depositor of their respective covenants and other obligations hereunder and to the following additional conditions: (a) The Representatives shall have received a letterRegistration Statement has become effective and is effective under the Securities Act, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) Material Adverse Effect in the condition of Carvana, the Depositor and its Depositor, or their subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives Representative, for the benefit of the Underwriters, shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (cb) The Representatives Representative, for the benefit of the Underwriters, shall have received on the Closing Date an opinion of the General Counsel of the Depositorfollowing, dated the Closing Date, each in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on Representative and, unless stated otherwise, dated as of the Closing Date an opinion of Date: (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPA letter, special counsel to dated as of the Depositordate of the Final Preliminary Prospectus, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereofFinal Preliminary Prospectus, and a letter with respect to the Final Prospectus, as each of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel which is from a nationally recognized accounting firm reasonably acceptable to the Depositor.Representative; (fii) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a A certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, Carvana in which such officer or officersofficer, to the best of their his knowledge after reasonable investigation, shall state that the representations and warranties of Carvana and the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement each Transaction Document are true and correct and that Carvana and the Depositor has have complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date.; (hiii) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions Opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank Carvana and the Depositor; (iv) An opinion of in-house counsel to Carvana; (v) An opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, dated counsel to the Closing DateServicer; (vi) An opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Arizona counsel to the Servicer; (vii) An opinion of ▇▇▇▇▇▇▇ and with respect ▇▇▇▇▇▇, LLP, counsel to certain matters regarding Ally Bank set forth in clause the Indenture Trustee and Collateral; (iiiviii) below, an An opinion of in-house counsel to the Indenture Trustee and Collateral; (ix) An opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., counsel to the Issuing Entity, the Grantor Trust, and the Owner Trustee and the Grantor Trust Trustee; (x) An opinion of in-house counsel to the Asset Representation Reviewer; (xi) An opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, General Counsel to Ally Bank, each in form and substance reasonably satisfactory counsel to the Representatives, Backup Servicer; (ixii) Negative assurance letters with respect to the characterization Disclosure Package as of the transfer date hereof and with respect to the Final Prospectus of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP; (xiii) Negative assurance letters with respect to the Disclosure Package as of the Receivables by Ally Bank date hereof and with respect to the Depositor as a sale or contributionFinal Prospectus of Sidley Austin LLP, counsel for the Underwriters; and (iixiv) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would notSuch information, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bankcertificates, and (iii) concluding that none of documents as the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoingRepresentative may reasonably request. (jc) On the Closing Date, the Class B NotesIndenture shall have been duly qualified under the Trust Indenture Act. (d) On the Closing Date, the Class C, the Class D Notes and the Class E Notes Certificates shall have been issued by the TrustIssuing Entity. (ke) The Depositor shall have received the ratings letters that at least assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations obligation of the several Underwriters hereunder are to purchase and pay for the Notes will be subject to the following conditions: (a) The Representatives shall have received a letter, dated as accuracy of the date representations and warranties on the part of the Final Preliminary Prospectus, with respect to Bank herein on the Final Preliminary Prospectus, date hereof and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each accuracy of which is from a nationally recognized accounting firm reasonably acceptable the statements of officers of the Bank made pursuant to the Representatives and in form and substance reasonably acceptable provisions hereof, to the Representativesperformance by the Bank of its obligations hereunder and to the following additional conditions precedent: (a) On or prior to the date hereof, the Representative shall have received a letter (a "Procedures Letter"), dated the date of this Agreement of PricewaterhouseCoopers LLP verifying the accuracy of such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In addition, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) No The Prospectus Supplement shall have been filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations; and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall be in effect, have been issued and no proceedings for such that purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending instituted or threatened. (c) The Representatives Subsequent to the execution and delivery of this Agreement, there shall not have received occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, JPMorgan Chase Bank or ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ & Co. which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the Closing Date an opinion New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the General Counsel Bank, JPMorgan Chase Bank or ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ & Co. on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the DepositorRepresentative, dated the Closing Dateeffect of any such outbreak, in form escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and substance reasonably acceptable to any payment for the RepresentativesNotes. (d) The Representatives Representative shall have received on opinions, dated the Closing Date an opinion and reasonably satisfactory, when taken together, in form and substance to the Representative, of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the DepositorBank, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah ▇▇▇▇▇▇ & Finger, P.A., special counsel for Ally Bankto the Trust, and in form and substance such other counsel otherwise reasonably acceptable to the RepresentativesRepresentative, each dated with respect to such matters as are customary for the Closing Datetype of transaction contemplated by this Agreement. (e) The Representatives Representative shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the DepositorBank, dated the Closing Date and reasonably satisfactory in form and substance to the Representative, with respect to certain matters relating to the treatment of the transfer of the Receivables from the Bank to the Trust by the Federal Deposit Insurance Corporation and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., special counsel to the Bank, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representatives Representative shall have received a negative assurance letter with respect to the Disclosure Packagefrom Fried, as of the date hereofFrank, and with respect to the Final ProspectusHarris, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel to the Underwriters, such opinion or opinions, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to the validity of the Notes, the Registration Statement, the Prospectus and other related matters as the Representative may require, and the Bank shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special tax counsel to Ally Bank and the DepositorBank, dated the Closing DateDate and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the statements made in the Prospectus Supplement under the caption "Material Federal Income Tax Consequences," insofar as they purport to constitute summaries of matters of United States federal tax law and regulations or legal conclusions with respect to certain thereto, constitute accurate summaries of the United States federal income tax matters regarding Ally Bank set forth in clause described therein. (iiih) below, The Representative shall have received an opinion of ▇▇▇▇▇▇▇▇ ▇. , ▇▇▇▇▇▇▇▇ & Finger, General Counsel P.A., special counsel to Ally Bankthe Owner Trustee, each and such other counsel reasonably satisfactory to the Representative and its counsel, dated the Closing Date and satisfactory in form and substance reasonably satisfactory to the RepresentativesRepresentative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the The Class B Notes, the Class C, the Class D Notes and the Class E A-1 Notes shall have been issued rated "A-1+" by the Trust. (k) Standard & Poor's, "P-1" by ▇▇▇▇▇'▇ and "F1+" by Fitch. The Depositor Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have received the ratings letters that assign ratings to the Offered Notes specified in the Ratings Free Writing Prospectusbeen rated "AAA" by Standard & Poor's, "Aaa" by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Depositor will furnish the Representatives with conformed copies of such further opinionsCertificates shall have been rated "A" by Standard & ▇▇▇▇'▇, certificates, letters "▇▇" by ▇▇▇▇▇'▇ and documents as the Representatives reasonably request"A+" by Fitch.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, Date with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Agreement, the Servicing Agreement, the Trust Agreement Agreement, and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class A-1 Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would notwould, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC acting as conservator or receiver of for Ally Bank would extend to could not avoid the Receivables, Pooling Agreement by exercise of its authority under 12 U.S.C. § 1823(e) or (B) hold that paragraphs (d)(4) and (e) of the FDIC regulation entitled “Treatment of financial assets transferred in connection with a securitization or participation,” 12 CFR § 360.6 (as amended through the Closing Date) would be able apply to recover transactions contemplated by the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally BankBasic Documents, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Agreement, Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, to be dated as of February 12, 2010the Closing Date, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class A-1 Notes, the Class B Notes, the Class CC Notes, the Class D Notes and the Class E Notes Certificates shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Chief Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class B Notes, the Class C, the Class D Notes and the Class E Notes shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, Date with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Agreement, the Servicing Agreement, the Trust Agreement Agreement, and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would notwould, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC acting as conservator or receiver of for Ally Bank would extend to could not avoid the Receivables, Pooling Agreement by exercise of its authority under 12 U.S.C. § 1823(e) or (B) hold that paragraphs (d)(4) and (e) of the FDIC regulation entitled “Treatment of financial assets transferred in connection with a securitization or participation,” 12 CFR § 360.6 (as amended through the Closing Date) would be able apply to recover transactions contemplated by the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally BankBasic Documents, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Agreement, Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, to be dated as of February 12, 2010the Closing Date, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class B Notes, the Class C, the Class D C Notes and the Class E Notes Certificates shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCottPrince, ▇▇▇▇▇▇ & ▇, Cornwall & ▇▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, and (iii) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, General Counsel of the Asset Representations Reviewer, regarding certain corporate matters relating to the Asset Representations Reviewer, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Chief Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (the “FDIC”) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class B Notes, the Class C, the Class D Notes and the Class E Notes shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, Date with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and Deloitte & Touche LLP in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable substantially to the Representativeseffect set forth in Exhibit B, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement Agreement, and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, to be dated as of February 12, 2010the Closing Date, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) The Class A-1 Notes are rated in the highest rating category for short-term obligations by at least one nationally recognized rating agency. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes are rated in the highest rating category for long-term (i.e., “AAA”) obligations by at least one nationally recognized rating agency. (k) On the Closing Date, the Class B Notes, the Class C, the Class D C Notes and the Class E Notes Certificates shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties of Carvana and the Depositor contained in Section 1 and in certificates of any officer of Carvana delivered pursuant to the provisions hereof, to the performance by each of Carvana and the Depositor of their respective covenants and other obligations hereunder and to the following additional conditions: (a) The Representatives shall have received a letterRegistration Statement has become effective and is effective under the Securities Act, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) Material Adverse Effect in the condition of Carvana, the Depositor and its Depositor, or their subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives Representative, for the benefit of the Underwriters, shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (cb) The Representatives Representative, for the benefit of the Underwriters, shall have received on the Closing Date an opinion of the General Counsel of the Depositorfollowing, dated the Closing Date, each in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on Representative and, unless stated otherwise, dated as of the Closing Date an opinion of Date: (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPA letter, special counsel to dated as of the Depositordate of the Final Preliminary Prospectus, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereofFinal Preliminary Prospectus, and a letter with respect to the Final Prospectus, as each of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel which is from a nationally recognized accounting firm reasonably acceptable to the Depositor.Representative; (fii) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a A certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, Carvana in which such officer or officersofficer, to the best of their his knowledge after reasonable investigation, shall state that the representations and warranties of Carvana and the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement each Transaction Document are true and correct and that Carvana and the Depositor has have complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date.; (hiii) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose Opinions of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank Carvana and the Depositor; (iv) An opinion of in-house counsel to Carvana; (v) An opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, dated counsel to the Closing DateServicer; (vi) An opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Arizona counsel to the Servicer; (vii) An opinion of ▇▇▇▇▇▇▇ and with respect ▇▇▇▇▇▇, LLP, counsel to certain matters regarding Ally Bank set forth in clause the Indenture Trustee and Collateral; (iiiviii) below, an An opinion of in-house counsel to the Indenture Trustee and Collateral; (ix) An opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., counsel to the Issuing Entity, the Grantor Trust, and the Owner Trustee and the Grantor Trust Trustee; (x) An opinion of in-house counsel to the Asset Representation Reviewer; (xi) An opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, General Counsel to Ally Bank, each in form and substance reasonably satisfactory counsel to the Representatives, Backup Servicer; (ixii) Negative assurance letters with respect to the characterization Disclosure Package as of the transfer date hereof and with respect to the Final Prospectus of ▇▇▇▇▇ & Overy LLP; (xiii) Negative assurance letters with respect to the Disclosure Package as of the Receivables by Ally Bank date hereof and with respect to the Depositor as a sale or contributionFinal Prospectus of Sidley Austin LLP, counsel for the Underwriters; and (iixiv) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would notSuch information, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bankcertificates, and (iii) concluding that none of documents as the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoingRepresentative may reasonably request. (jc) On the Closing Date, the Class B NotesIndenture shall have been duly qualified under the Trust Indenture Act. (d) On the Closing Date, the Class C, the Class D Notes and the Class E Notes Certificates shall have been issued by the TrustIssuing Entity. (ke) The Depositor shall have received the ratings letters that at least assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are to purchase the Securities shall be subject to the accuracy in all material respects of the representations and warranties on the part of the Company and the Trust contained herein as of the date hereof and each Closing Date, to the accuracy of any material statements made in any certificates, opinions, affidavits, written statements or letters furnished to the Representatives or to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ("Underwriters' Counsel") pursuant to this Section 7, to the performance by the Company and the Trust of their respective obligations hereunder and to the following additional conditions: (a) The Representatives Final Prospectus shall have received a letterbeen filed with the Commission pursuant to Rule 424 not later than 5:00 p.m., dated as of New York City time, on the second business day following the date of the Final Preliminary Prospectus, with respect this Agreement or such later date and time as shall be consented to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to writing by the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement Statement, as amended from time to time, or suspending the qualification of the Declaration, the Guarantee Agreement or the Indenture, shall be in effect, effect and no proceedings for such purpose shall be pending before or threatened by the Commission and there any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Final Prospectus or otherwise) shall have been no material adverse change (not in complied with to the ordinary course of business) in the condition reasonable satisfaction of the Depositor and its subsidiaries, taken as a whole, from that set forth in Representatives. (ic) Since the Disclosure Package, respective dates as of the Applicable Time and (ii) which information is given in the Registration Statement and the Final Prospectus; , there shall not have been any change or decrease specified in the letter or letters referred to in paragraphs (h) or (i) of this Section 7 which, in the judgment of the Representatives, makes it impracticable or inadvisable to proceed with the offering and delivery of the Preferred Securities as contemplated by the Registration Statement and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the RepresentativesFinal Prospectus. (d) The Representatives Company shall have received on furnished to the Closing Date an Representatives the opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPa Deputy General Counsel or the Chief Legal Officer for the Company, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the applicable Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent.effect that: (i) The Representatives shall have received on Company has been duly organized and is validly existing and in good standing under the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization laws of the transfer jurisdiction of its incorporation with all requisite corporate power and authority to own and operate its properties and to conduct its business as described in the Receivables by Ally Bank to the Depositor as a sale or contribution, Final Prospectus. (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results The statements made in the creation Final Prospectus under the captions "Description of any lienDebentures", charge or encumbrance upon any "The Trust", "Description of Preferred Securities", "Description of Guarantee" and "Relationship Among the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered NotesPreferred Securities, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust Debentures and the Indenture TrusteeGuarantee", nor the fulfillment insofar as such statements purport to constitute summaries of the terms of any the Preferred Securities, the Debentures and the Guarantee, constitute accurate summaries of the foregoing. (j) On terms of the Closing DatePreferred Securities, the Class B Notes, the Class C, the Class D Notes Debentures and the Class E Notes shall have been issued by the TrustGuarantee in all material respects. (k) The Depositor shall have received the ratings letters that assign ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the [Initial] Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the [Initial] Closing Date, a certificate, dated the [Initial] Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the [Initial] Closing Date an opinion of the General Counsel of to the DepositorDepositor and Chief Counsel to Ally Bank, dated the [Initial] Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇opinions of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, in form and substance reasonably acceptable to the Representatives, with respect to certain corporate, UCC, FDIC and other matters, (ii) an opinion of [ ], Utah special counsel for Ally Bank, in form and substance reasonably acceptable to the Representatives, and (iiiii) VanCottan opinion of [ ], ▇▇▇▇▇▇General Counsel of the Asset Representations Reviewer, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable regarding certain corporate matters relating to the RepresentativesAsset Representations Reviewer, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the [Initial] Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the [Initial] Closing Date, of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the [Initial] Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Agreement, the Servicing Agreement, the Trust Agreement Agreement, and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the [Initial] Closing Date. (h) On or prior to the [Initial] Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of [the Class A-1 Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or or] the Certificates, other than to the extent retained to comply with the Credit Risk Retention Rules) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on On the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the [Initial] Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to [the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Class A-1 Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class B Notes, the Class CC Notes, the Class D Notes and Notes, the Class E Notes and] the Certificates shall have been issued by the Trust. (kj) The Depositor shall have received the ratings letters that assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are to purchase and pay for the Notes subject to this Agreement will be subject to the accuracy of the representations and warranties on the part of the Depositor as of the date hereof, and the applicable Delivery Date, to the performance by the Depositor in all material respects of its obligations hereunder and to the following conditionsadditional conditions precedent: (a) The Representatives Each of the obligations of the Depositor required to be performed by it on or prior to the Delivery Date pursuant to the terms of the relevant Operative Agreements shall have been duly performed and complied with and all of the representations and warranties of the Depositor under any of the Operative Agreements shall be true and correct as of the Delivery Date or as of another date specified therein and no event shall have occurred which, with notice or the passage of time, would constitute a default under any of such Operative Agreements, and the Underwriters shall have received a letter, dated as certificates to the effect of the date foregoing, each signed by an authorized officer of the Final Preliminary Prospectus, with respect to Depositor. (b) The Underwriters shall have received letters dated the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and Delivery Date in form and substance reasonably acceptable to the RepresentativesUnderwriters and their counsel, prepared by independent certified public accountants, (i) regarding the numerical and statistical information contained in the Prospectus other than the numerical and statistical information referred to in Section 6(c) hereof, and (ii) relating to certain agreed upon procedures as specified by the Underwriters. (bc) No The Underwriters shall have received letters dated the Delivery Date, in form and substance reasonably acceptable to the Underwriters and their counsel, prepared by independent certified public accountants, regarding the numerical and statistical information contained in the Time of Sale Offering Document. In addition, the Underwriters shall have received confirmation from independent certified public accountants, that no material pool characteristic (as agreed upon by the Depositor and the Underwriters) of the actual asset pool as of the Delivery Dates differs by 5% or more (other than as a result of the pool assets converting into cash in accordance with their terms) from the description of the asset pool in the Prospectus Supplement relating to the Notes filed with the Commission. (d) The Underwriters shall have received letters (i) dated the Delivery Date with respect to the Prospectus Supplement and (ii) dated the date of any Issuer Free Writing Prospectus with respect to any Issuer Free Writing Prospectus, in form and substance acceptable to the Underwriters and their counsel, prepared by independent certified public accountants of the Servicers, regarding the numerical and statistical information contained in the Prospectus and any Issuer Free Writing Prospectus regarding the Servicers’ respective servicing portfolios. (e) Each Underwriter shall have received the requested number of copies of the Prospectus for the Notes. (f) All actions required to be taken and all filings required to be made by the Depositor under the Act prior to the sale of the Notes shall have been duly taken or made; and prior to the Delivery Date, the Underwriters shall have received confirmation of the effectiveness of the Registration Statement and no stop order suspending the effectiveness of the Registration Statement shall be in effect, have been issued and no proceedings for such that purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in instituted, or to the ordinary course of business) in the condition knowledge of the Depositor and its subsidiariesor any Underwriter, taken as a whole, from that set forth in (i) shall be contemplated by the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the UnderwritersCommission. (g) The Representatives Notes subject to this Agreement and offered by means of the Registration Statement shall be rated by the applicable rating agencies at the time of issuance as set forth in the Pricing Supplement. (h) The Underwriters shall have received a certificate signed by an executive officer one or officers more opinions of counsel for the Depositor, dated the Closing Delivery Date, substantially to the effect that: (i) The Depositor has been duly incorporated and is validly existing as a corporation and is in good standing under the laws of the jurisdiction or its formation or organization. The Depositor has the corporate power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted. The Depositor has the corporate power and authority to own and acquire the Mortgage Loans; (ii) Each of the Operative Agreements to which it is a party has been duly authorized and executed by a duly authorized officer, manager or other authorized representative and each constitutes the valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms; (iii) The transfer and sale by the Depositor of the Mortgage Loans to the Issuing Entity pursuant to the Transfer and Servicing Agreement, the compliance by the Depositor with the provisions of the Operative Agreements to which it is a party and the consummation of the transactions contemplated by such Operative Agreements and the fulfillment of the terms thereof will not violate or breach any of the terms and provisions of the articles of incorporation or bylaws of the Depositor; (iv) The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), and complies with the requirements of the TIA and the applicable rules and regulations thereunder; (v) The Indenture creates a valid security interest in favor of the Indenture Trustee, for the benefit of the holders of the Notes, in the Issuing Entity’s right, title and interest in and to the Collateral securing the obligations of the Issuing Entity under the Indenture in which such officer or officersa security interest may be created pursuant to the UCC; (vi) The Registration Statement has been declared effective under the Act; the Base Prospectus and the Prospectus Supplement have each been filed pursuant to Rule 424(b) of the Rules and Regulations in the manner and within the time period required by Rule 424(b); and, to the best of their knowledge after reasonable investigationour knowledge, shall state no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings therefor have been instituted by the Commission; (vii) Any Free Writing Prospectus required to be filed by the Depositor with the Commission (other than those Free Writing Prospectuses containing Issuer Information prepared by the Underwriters that the representations and warranties Underwriters fail to deliver) has been filed with the Commission pursuant to Rule 433 of the Depositor Rules and Regulations in this the manner and within the time period required by Rule 433; (viii) The Registration Statement, the Prospectus and any Issuer Free Writing Prospectus in the Approved Offering Materials (in each case other than (A) the financial statements, schedules, tables and other financial and statistical data included or incorporated by reference therein or omitted therefrom and (B) any documents incorporated by reference, as to which such counsel need not express an opinion), as of their respective effective or issue dates, as the case may be, each appeared on its face to be appropriately responsive in all material respects to the applicable requirements of the Act and the Rules and Regulations; (ix) The information in the Prospectus and the Time of Sale Offering Document under the captions “Description of the Notes,” “The Mortgage Loan Purchase Agreement and the Transfer and Servicing Agreement” and “The Trust Agreement and the Indenture,” in each case, to the extent that it constitutes a summary of certain provisions of the Notes and of the Mortgage Loan Purchase Agreement, the Trust Sale Transfer and Servicing Agreement, the Trust Agreement and the Pooling Indenture, has been reviewed by such counsel and Servicing Agreement is correct in all material respects; the statements contained under the caption “ERISA Considerations,” insofar as such statements describe certain provisions of federal statutes and regulations, have been reviewed by such counsel, and such statements describe such provisions and regulations; and the statements contained under the caption “Federal Income Tax Consequences,” insofar as such statements constitute conclusions of law, are true and correct in all material respects as set forth therein; (x) The security interests of each of the Depositor and the Issuing Entity the Collateral transferred pursuant to the Transfer and Servicing Agreement, in each case, if a security interest in any such item of Collateral can be perfected by filing, will be perfected upon the filing of the Financing Statements in the appropriate filing office in the State of Maryland, which is the proper location to file against the Seller and the Depositor; (xi) Under current United States federal income tax law, based upon certain financial calculations prepared by the Underwriters concerning the projected payments on the Notes and assuming the accuracy of and compliance with the factual representations, covenants and other provisions of the Operative Agreements without any waiver or modification thereof, although there are no regulations, rulings or judicial precedents addressing the characterization for United States federal income tax purposes of securities having terms substantially the same as those of the Notes, the Notes, other than any Notes, or portions of Classes of Notes which the owner of the Ownership Certificate, either directly or indirectly through one or more Qualified REIT Subsidiaries or entities that are disregarded for United States federal income tax purposes that are wholly owned by the related REIT or a related Qualified REIT Subsidiary acquires beneficial ownership thereof (the “Retained Notes”), will be treated as debt for United States federal income tax purposes. In addition, we are of the opinion that, if any Retained Note is subsequently sold or transferred to a taxable REIT subsidiary or a party unrelated to the beneficial owner of the Ownership Certificate, such Retained Note will be treated as debt for U.S. federal income tax purposes as of the date of such sale, assuming that the Depositor has complied with all agreements and satisfied all conditions on its part Ownership Certificate continues to be performed held by (a) a REIT, (b) a Qualified REIT Subsidiary or satisfied hereunder (c) an entity that is disregarded for United States federal income tax purposes that is wholly owned by a REIT or thereunder at a Qualified REIT Subsidiary, determined as of the date of such sale or before transfer where appropriate, and provided that: (A) no modifications have been made to the Closing Operative Agreements as of the date of such sale or transfer; (B) the respective ratings of such Retained Note as of the date of such sale or transfer are not lower than the rating for such Retained Note as of the Delivery Date; and (C) no adverse changes have been made to (or that would adversely affect the application of) the legal authorities applicable to these opinions as of the date hereof. (hxii) On or prior to Although the Closing DateIssuing Entity will be classified as a taxable mortgage pool, the Depositor shall Issuing Entity will not offer, sell, contract be subject to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect United States federal income tax as long as the Depositor’s right to offer, sell, contract to sell or otherwise dispose beneficial owner of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes Ownership Certificate is (a) a REIT or the Certificates(b) with respect to the assets of the Trust without the Representatives’ prior written consenta Qualified REIT Subsidiary or (c) an entity that is disregarded for United States federal income tax purposes that is wholly owned by a REIT or a Qualified REIT Subsidiary. (i) The Representatives Underwriters shall have received on the Closing Date an opinion one or more opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositorfor each Seller, dated the Closing Delivery Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory substantially to the Representatives, effect that: (i) with respect to The Seller has been duly incorporated and is validly existing as a corporation and is in good standing under the characterization laws of the transfer State of Maryland. The Seller has the Receivables by Ally Bank organizational power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted. The Seller has the Depositor as a sale or contribution, corporate power and authority to acquire and own the Mortgage Loans. (ii) concluding that a court having jurisdiction over The Seller has the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, corporate power and authority to (A) hold that execute and deliver the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend Operative Agreements to the Receivableswhich it is a party, (B) hold that perform its obligations under and consummate the FDIC would be able to recover the Receivables using the repudiation power or transactions provided for in such Operative Agreements, and (C) apply transfer its rights, title and interests in, to and under the doctrine of substantive consolidation related Mortgage Loans to consolidate the assets and liabilities of the Depositor with on the assets terms and liabilities of Ally Bank, and conditions provided in the Mortgage Loan Purchase Agreement. (iii) concluding that none Each of the following matters conflicts with, or results in any breach of any terms Operative Agreements has been duly authorized and provisions of, or constitutes (with or without notice or lapse of time) executed by a default under, or results in the creation of any lien, charge or encumbrance upon any duly authorized officer of the property or assets Seller. (iv) The transfer and sale by the Seller of the related Mortgage Loans to the Depositor or Ally Bank pursuant to the terms ofrelated Mortgage Loan Purchase Agreement, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: compliance by the issue or delivery Seller with the provisions of the Offered Notes, related Operative Agreements and the consummation of the transactions contemplated by the Trust Sale related Operative Agreements and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms thereof will not violate or breach any of the terms and provisions of the articles of incorporation or bylaws of the Seller. (v) No authorization, approval, or other action by, and no notice to or filing with any court, governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller of the related Operative Agreements. (vi) Each of the related Operative Agreements constitutes the valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms. (vii) To our knowledge, there is no legal or governmental action, investigation or proceeding pending or threatened against the Seller (a) asserting the invalidity of any of the foregoingOperative Agreements to which it is a party, (b) seeking to prevent the consummation of any of the transactions provided for in such Operative Agreements, or (c) that would materially and adversely affect the ability of the Seller to perform its obligations under, or the validity or enforceability with respect to the Seller of, any of such Operative Agreements. (j) On The Underwriters shall have received one or more opinions of counsel to the Closing DateDepositor substantially to the effect that the transfer of all of the right, title and interest in and to the Class B NotesMortgage Loans from the related Seller to the Depositor and from the Depositor to the Issuing Entity in each case, constitutes a “true sale” for bankruptcy purposes and with respect to the Class C, “non-consolidation” in a bankruptcy proceeding of the Class D Notes related Seller and the Class E Notes shall have been issued by the TrustDepositor. (k) The Depositor Underwriters shall have received the ratings letters that assign ratings a statement of counsel to the Offered Notes specified Depositor substantially to the effect that nothing has come to such counsel’s attention that would lead them to believe that the Registration Statement (at the time it became effective), the Prospectus or the Prospectus Supplement (in both cases, as of the Ratings date of the Prospectus Supplement and as of the Delivery Date), the Time of Sale Offering Document (as of the Time of Sale) or any Issuer Free Writing Prospectus (as of the date of the Issuer Free Writing Prospectus. ) (other than the financial and statistical information or information contained therein, as to which such counsel need not express an opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (l) The Underwriters shall have received an opinion of counsel to the Issuing Entity, Owner Trustee, Trust Administrator, Custodian and Indenture Trustee, dated the Delivery Date, and in the form agreed to on or prior to the Delivery Date. (m) The Underwriters shall have received opinions of counsel to the Master Servicer, each Servicer and each Subservicer, dated the Delivery Date, and in the form agreed to on or prior to the Delivery Date. (n) The Underwriters shall have received opinions of counsel to any provider of any derivative instrument documented under the ISDA master agreement, and an opinion of counsel to any credit support provider or guarantor relating to such derivative instrument, dated the Delivery Date, and in the form agreed to on or prior to the Delivery Date. (o) The Underwriters shall have received opinions of counsel to any credit enhancement provider relating to the Notes, dated the Delivery Date, and in the form agreed to on or prior to the Delivery Date. (p) The Underwriters shall have received a certificate or certificates signed by such of the principal executive, financial and accounting officers each of the Sellers, the Servicer and the Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably Underwriters may request., dated the applicable Delivery Date, in which such officers, to

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, Date with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Agreement, the Servicing Agreement, the Trust Agreement Agreement, and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would notwould, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC acting as conservator or receiver of for Ally Bank would extend to could not avoid the Receivables, Pooling Agreement by exercise of its authority under 12 U.S.C. § 1823(e) or (B) hold that paragraph (d)(3) or (d)(4), as applicable, and paragraph (e) of the FDIC regulation entitled “Treatment of financial assets transferred in connection with a securitization or participation,” 12 CFR § 360.6 (as amended through the Closing Date) would be able apply to recover transactions contemplated by the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally BankBasic Documents, and (iiiii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Agreement, Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, to be dated as of February 12, 2010the Closing Date, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class B Notes, the Class C, the Class D Notes and the Class E Notes Certificates shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, Date with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement, the Administration Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the AART Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iiiii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Chief Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would notwould, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC acting as conservator or receiver of for Ally Bank would extend to could not avoid the Receivables, Sale and Contribution Agreement or Pooling Agreement by exercise of its authority under 12 U.S.C. § 1823(e) or (B) hold that paragraphs (d)(4) and (e) of the FDIC regulation entitled “Treatment of financial assets transferred in connection with a securitization or participation,” 12 C.F.R. § 360.6 (as amended through the Closing Date) would be able apply to recover transactions contemplated by the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally BankBasic Documents, and (iiiii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Agreement, the Servicing Agreement, the Trust Agreement, the Custodian Sale and Contribution Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture TrusteeAdministration Agreement, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class B Notes, the Class C, the Class D C Notes and the Class E Notes AART Certificates shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties of Carvana and the Depositor contained in Section 1 and in certificates of any officer of Carvana delivered pursuant to the provisions hereof, to the performance by each of Carvana and the Depositor of their respective covenants and other obligations hereunder and to the following additional conditions: (a) The Representatives shall have received a letterRegistration Statement has become effective and is effective under the Securities Act, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) Material Adverse Effect in the condition of Carvana, the Depositor and its Depositor, or their subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives Representative, for the benefit of the Underwriters, shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (cb) The Representatives Representative, for the benefit of the Underwriters, shall have received on the Closing Date an opinion of the General Counsel of the Depositorfollowing, dated the Closing Date, each in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on Representative and, unless stated otherwise, dated as of the Closing Date an opinion of Date: (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPA letter, special counsel to dated as of the Depositordate of the Final Preliminary Prospectus, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereofFinal Preliminary Prospectus, and a letter with respect to the Final Prospectus, as each of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel which is from a nationally recognized accounting firm reasonably acceptable to the Depositor.Representative; (fii) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a A certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, Carvana in which such officer or officersofficer, to the best of their his knowledge after reasonable investigation, shall state that the representations and warranties of Carvana and the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement each Transaction Document are true and correct and that Carvana and the Depositor has have complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date.; (hiii) On or prior Opinions of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to ▇▇▇▇▇▇▇ and the Depositor; (iv) An opinion of in-house counsel to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent.Sponsor; (iv) The Representatives shall have received on the Closing Date an An opinion or opinions of ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, PLLC, counsel to the Servicer; (vi) An opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special Arizona counsel to Ally Bank the Servicer; (vii) An opinion of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, LLP, counsel to the Depositor, dated Indenture Trustee and Collateral Custodian; (viii) An opinion of in-house counsel to the Closing Date, Indenture Trustee and with respect to certain matters regarding Ally Bank set forth in clause Collateral Custodian; (iiiix) below, an An opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.A., counsel to the Issuing Entity, the Grantor Trust, the Owner Trustee and the Grantor Trust Trustee; (x) An opinion of in-house counsel to the Asset Representation Reviewer; (xi) An opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇ & ▇▇▇▇▇▇▇▇▇ ▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory counsel to the Representatives, Backup Servicer; (ixii) Negative assurance letters with respect to the characterization Disclosure Package as of the transfer date hereof and with respect to the Final Prospectus of ▇▇▇▇▇ ▇▇▇▇▇ LLP; (xiii) Negative assurance letters with respect to the Disclosure Package as of the Receivables by Ally Bank date hereof and with respect to the Depositor as a sale or contributionFinal Prospectus of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel for the Underwriters; and (iixiv) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would notSuch information, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bankcertificates, and (iii) concluding that none of documents as the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoingRepresentative may reasonably request. (jc) On the Closing Date, the Class B NotesIndenture shall have been duly qualified under the Trust Indenture Act. (d) On the Closing Date, the Class C, the Class D Notes and the Class E Notes Securities shall have been issued by the TrustIssuing Entity. (ke) The Depositor shall have received the ratings letters that at least assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of to the DepositorDepositor and Chief Counsel to Ally Bank, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇opinions of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, and in form and substance reasonably acceptable to the Representatives, with respect to certain corporate, UCC, FDIC and other matters, (ii) VanCottan opinion of Prince, ▇▇▇▇▇▇ & ▇, Cornwall & ▇▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, and (iii) an opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, General Counsel of the Asset Representations Reviewer, regarding certain corporate matters relating to the Asset Representations Reviewer, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Agreement, the Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates, other than to the extent retained to comply with the Credit Risk Retention Rules) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class B Notes, the Class CC Notes, the Class D Notes and the Class E Notes Certificates shall have been issued by the Trust. (kj) The Depositor shall have received the ratings letters that assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, Date with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCottPrince, ▇▇▇▇▇▇ & ▇, Cornwall & ▇▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, and (iii) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, General Counsel of the Asset Representations Reviewer, regarding certain corporate matters relating to the Asset Representations Reviewer, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Agreement, the Servicing Agreement, the Trust Agreement Agreement, and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iiiii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Chief Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would notwould, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC acting as conservator or receiver of for Ally Bank would extend to could not avoid the Receivables, Pooling Agreement by exercise of its authority under 12 U.S.C. § 1823(e) or (B) hold that paragraph (d)(3) or paragraph (d)(4), as applicable, and paragraph (e) of the FDIC regulation entitled “Treatment of financial assets transferred in connection with a securitization or participation,” 12 CFR § 360.6 (as amended through the Closing Date) would be able apply to recover transactions contemplated by the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally BankBasic Documents, and (iiiii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Agreement, the Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, to be dated as of February 12, 2010the Closing Date, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class B Notes, the Class C, the Class D Notes and the Class E Notes Certificates shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, Date with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Agreement, the Servicing Agreement, the Trust Agreement Agreement, and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would notwould, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC acting as conservator or receiver of for Ally Bank would extend to could not avoid the Receivables, Pooling Agreement by exercise of its authority under 12 U.S.C. § 1823(e) or (B) hold that paragraphs (d)(4) and (e) of the FDIC regulation entitled “Treatment of financial assets transferred in connection with a securitization or participation,” 12 CFR § 360.6 (as amended through the Closing Date) would be able apply to recover transactions contemplated by the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally BankBasic Documents, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Agreement, Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, to be dated as of February 12, 2010the Closing Date, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class B Notes, the Class CC Notes, the Class D Notes and the Class E Notes Certificates shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties of Carvana and the Depositor contained in Section 1 and in certificates of any officer of Carvana delivered pursuant to the provisions hereof, to the performance by each of Carvana and the Depositor of their respective covenants and other obligations hereunder and to the following additional conditions: (a) The Representatives shall have received a letterRegistration Statement has become effective and is effective under the Securities Act, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) Material Adverse Effect in the condition of Carvana, the Depositor and its Depositor, or their subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives Representative, for the benefit of the Underwriters, shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (cb) The Representatives Representative, for the benefit of the Underwriters, shall have received on the Closing Date an opinion of the General Counsel of the Depositorfollowing, dated the Closing Date, each in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on Representative and, unless stated otherwise, dated as of the Closing Date an opinion of Date: (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPA letter, special counsel to dated as of the Depositordate of the Final Preliminary Prospectus, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereofFinal Preliminary Prospectus, and a letter with respect to the Final Prospectus, as each of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel which is from a nationally recognized accounting firm reasonably acceptable to the Depositor.Representative; (fii) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a A certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, Carvana in which such officer or officersofficer, to the best of their his knowledge after reasonable investigation, shall state that the representations and warranties of Carvana and the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement each Transaction Document are true and correct and that Carvana and the Depositor has have complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date.; (hiii) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions Opinions of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ FAC and the Depositor; (iv) An opinion of in-house counsel to the Sponsor and Carvana FAC; (v) An opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇, counsel to the Servicer; (vi) An opinion of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, LLP, counsel to the Indenture Trustee and Collateral Custodian; (vii) An opinion of in-house counsel to the Indenture Trustee and Collateral Custodian; (viii) An opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP▇▇, special P.A., counsel to Ally Bank the Issuing Entity, the Grantor Trust, the Owner Trustee and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause Grantor Trust Trustee; (iiiix) below, an An opinion of in-house counsel to the Asset Representation Reviewer; (x) An opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ ▇. ▇▇, counsel to the Backup Servicer; (xi) Negative assurance letters with respect to the Disclosure Package as of the date hereof and with respect to the Final Prospectus of ▇▇▇▇▇ ▇▇▇▇▇ LLP; (xii) Negative assurance letters with respect to the Disclosure Package as of the date hereof and with respect to the Final Prospectus of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, General Counsel to Ally Bankcounsel for the Underwriters; and (xiii) Such information, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bankcertificates, and (iii) concluding that none of documents as the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoingRepresentative may reasonably request. (jc) On the Closing Date, the Class B NotesIndenture shall have been duly qualified under the Trust Indenture Act. (d) On the Closing Date, the Class C, the Class D Notes and the Class E Notes Securities shall have been issued by the TrustIssuing Entity. (ke) The Depositor shall have received the ratings letters that at least assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, Date with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and Deloitte & Touche LLP in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Agreement, the Servicing Agreement, the Trust Agreement Agreement, and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would notwould, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC acting as conservator or receiver of for Ally Bank would extend to could not avoid the Receivables, Pooling Agreement by exercise of its authority under 12 U.S.C. § 1823(e) or (B) hold that paragraphs (d)(4) and (e) of the FDIC regulation entitled “Treatment of financial assets transferred in connection with a securitization or participation,” 12 CFR § 360.6 (as amended through the Closing Date) would be able apply to recover transactions contemplated by the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally BankBasic Documents, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Agreement, Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, to be dated as of February 12, 2010the Closing Date, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class B Notes, the Class CC Notes, the Class D Notes and the Class E Notes Certificates shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties of Carvana and the Depositor contained in Section 1 and in certificates of any officer of Carvana delivered pursuant to the provisions hereof, to the performance by each of Carvana and the Depositor of their respective covenants and other obligations hereunder and to the following additional conditions: (a) The Representatives shall have received a letterRegistration Statement has become effective and is effective under the Securities Act, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) Material Adverse Effect in the condition of Carvana, the Depositor and its Depositor, or their subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives Representative, for the benefit of the Underwriters, shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (cb) The Representatives Representative, for the benefit of the Underwriters, shall have received on the Closing Date an opinion of the General Counsel of the Depositorfollowing, dated the Closing Date, each in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on Representative and, unless stated otherwise, dated as of the Closing Date an opinion of Date: (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPA letter, special counsel to dated as of the Depositordate of the Final Preliminary Prospectus, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereofFinal Preliminary Prospectus, and a letter with respect to the Final Prospectus, as each of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel which is from a nationally recognized accounting firm reasonably acceptable to the Depositor.Representative; (fii) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a A certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, Carvana in which such officer or officersofficer, to the best of their his knowledge after reasonable investigation, shall state that the representations and warranties of Carvana and the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement each Transaction Document are true and correct and that Carvana and the Depositor has have complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date.; (hiii) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions Opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank Carvana and the Depositor; (iv) An opinion of ▇▇▇▇▇ ▇▇▇▇▇, dated PLLC, Arizona counsel to Carvana; (v) An opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Closing DateServicer; (vi) An opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Arizona counsel to the Servicer; (vii) An opinion of ▇▇▇▇▇▇▇ and with respect ▇▇▇▇▇▇, LLP, counsel to certain matters regarding Ally Bank set forth in clause the Indenture Trustee and Collateral Custodian; (iiiviii) below, an An opinion of in-house counsel to the Indenture Trustee and Collateral Custodian; (ix) An opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., counsel to the Issuing Entity, the Grantor Trust, and the Owner Trustee and the Grantor Trust Trustee; (x) An opinion of in-house counsel to the Asset Representation Reviewer; (xi) An opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, General Counsel to Ally Bank, each in form and substance reasonably satisfactory counsel to the Representatives, Backup Servicer; (ixii) Negative assurance letters with respect to the characterization Disclosure Package as of the transfer date hereof and with respect to the Final Prospectus of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP; (xiii) Negative assurance letters with respect to the Disclosure Package as of the Receivables by Ally Bank date hereof and with respect to the Depositor as a sale or contributionFinal Prospectus of Sidley Austin LLP, counsel for the Underwriters; and (iixiv) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would notSuch information, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bankcertificates, and (iii) concluding that none of documents as the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoingRepresentative may reasonably request. (jc) On the Closing Date, the Class B NotesIndenture shall have been duly qualified under the Trust Indenture Act. (d) On the Closing Date, the Class C, the Class D Notes and the Class E Notes Certificates shall have been issued by the TrustIssuing Entity. (ke) The Depositor shall have received the ratings letters that at least assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and Deloitte & Touche LLP in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class B Notes, the Class C, the Class D Notes and the Class E Notes shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class B Notes, the Class C, the Class D Notes and the Class E Notes shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, Date with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCottPrince, ▇▇▇▇▇▇ & ▇, Cornwall & ▇▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, and (iii) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, General Counsel of the Asset Representations Reviewer, regarding certain corporate matters relating to the Asset Representations Reviewer, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Agreement, the Servicing Agreement, the Trust Agreement Agreement, and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates, other than to the extent retained to comply with the Credit Risk Retention Rules) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iiiii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Chief Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would notwould, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC acting as conservator or receiver of for Ally Bank would extend to could not avoid the Receivables, Pooling Agreement by exercise of its authority under 12 U.S.C. § 1823(e) or (B) hold that paragraph (d)(3) or paragraph (d)(4), as applicable, and paragraph (e) of the FDIC regulation entitled “Treatment of financial assets transferred in connection with a securitization or participation,” 12 CFR § 360.6 (as amended through the Closing Date) would be able apply to recover transactions contemplated by the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally BankBasic Documents, and (iiiii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Agreement, the Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, to be dated as of February 12, 2010the Closing Date, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class B Notes, the Class CC Notes, the Class D Notes and the Class E Notes Certificates shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of to the DepositorDepositor and Chief Counsel to Ally Bank, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇opinions of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, and in form and substance reasonably acceptable to the Representatives, with respect to certain corporate, UCC, FDIC and other matters, (ii) VanCott, an opinion of ▇▇▇▇▇▇, Cornwall ▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, and (iii) an opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, General Counsel of the Asset Representations Reviewer, regarding certain corporate matters relating to the Asset Representations Reviewer, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Agreement, the Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class A-1 Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates, other than to the extent retained to comply with the Credit Risk Retention Rules) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated On the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Class A-1 Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class B Notes, the Class CC Notes, the Class D Notes and the Class E Notes Certificates shall have been issued by the Trust. (kj) The Depositor shall have received the ratings letters that assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, Prospectus and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and Deloitte & Touche LLP in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class B Notes, the Class C, the Class D Notes and the Class E Notes shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations obligation of the several Underwriters hereunder are to purchase and pay for the Notes will be subject to the following conditions: (a) The Representatives shall have received a letter, dated as accuracy of the date representations and warranties on the part of the Final Preliminary Prospectus, with respect to Bank herein on the Final Preliminary Prospectus, date hereof and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each accuracy of which is from a nationally recognized accounting firm reasonably acceptable the statements of officers of the Bank made pursuant to the Representatives and in form and substance reasonably acceptable provisions hereof, to the Representativesperformance by the Bank of its obligations hereunder and to the following additional conditions precedent: (a) On or prior to the date hereof, the Representative shall have received a letter (a "Procedures Letter"), dated the date of this Agreement of PricewaterhouseCoopers LLP verifying the accuracy of such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In addition, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) No The Prospectus Supplement shall have been filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations; and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall be in effect, have been issued and no proceedings for such that purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending instituted or threatened. (c) The Representatives Subsequent to the execution and delivery of this Agreement, there shall not have received occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, JPMorgan Chase or ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ & Co. which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the Closing Date an opinion New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the General Counsel Bank, JPMorgan Chase or ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ & Co. on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the DepositorRepresentative, dated the Closing Dateeffect of any such outbreak, in form escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and substance reasonably acceptable to any payment for the RepresentativesNotes. (d) The Representatives Representative shall have received on opinions, dated the Closing Date an opinion and reasonably satisfactory, when taken together, in form and substance to the Representative, of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP▇▇▇▇, special counsel to the DepositorBank, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah ▇▇▇▇▇▇ & Finger, P.A., special counsel for Ally Bankto the Trust, and in form and substance such other counsel otherwise reasonably acceptable to the RepresentativesRepresentative, each dated with respect to such matters as are customary for the Closing Datetype of transaction contemplated by this Agreement. (e) The Representatives Representative shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP▇▇▇▇, special counsel to the DepositorBank, dated the Closing Date and reasonably satisfactory in form and substance to the Representative, with respect to certain matters relating to the treatment of the transfer of the Receivables from the Bank to the Trust by the Federal Deposit Insurance Corporation and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., special counsel to the Bank, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representatives Representative shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of from Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Underwriters, such opinion or opinions, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to the validity of the Notes, the Registration Statement, the Prospectus and other related matters as the Representative may require, and the Bank shall have furnished to such counsel such documents as they reasonably request for the Underwriterspurpose of enabling them to pass upon such matters. (g) The Representatives Representative shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP▇▇▇▇, special tax counsel to Ally Bank and the DepositorBank, dated the Closing DateDate and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the statements made in the Prospectus Supplement under the caption "Material Federal Income Tax Consequences", insofar as they purport to constitute summaries of matters of United States federal tax law and regulations or legal conclusions with respect to certain thereto, constitute accurate summaries of the United States federal income tax matters regarding Ally Bank set forth in clause described therein. (iiih) below, The Representative shall have received an opinion of ▇▇▇▇▇▇▇▇ ▇. , ▇▇▇▇▇▇▇▇ & Finger, General Counsel P.A., special counsel to Ally Bankthe Owner Trustee, each and such other counsel reasonably satisfactory to the Representative and its counsel, dated the Closing Date and satisfactory in form and substance reasonably satisfactory to the RepresentativesRepresentative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the The Class B Notes, the Class C, the Class D Notes and the Class E A-1 Notes shall have been issued rated "A-1+" by the Trust. (k) Standard & Poor's, "P-1" by ▇▇▇▇▇'▇ and "F1+" by Fitch. The Depositor Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have received the ratings letters that assign ratings to the Offered Notes specified in the Ratings Free Writing Prospectusbeen rated "AAA" by Standard & Poor's, "Aaa" by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Depositor will furnish the Representatives with conformed copies of such further opinionsCertificates shall have been rated "A" by Standard & ▇▇▇▇'▇, certificates, letters "▇▇" by ▇▇▇▇▇'▇ and documents as the Representatives reasonably request"A" by Fitch.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the [Final Preliminary Prospectus, ,] [[Initial] Closing Date,] with respect to the Final Preliminary Prospectus, and a letter, dated as of the [Initial] Closing Date, Date with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and Deloitte & Touche LLP in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the [Initial] Closing Date, a certificate, dated the [Initial] Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the [Initial] Closing Date an opinion of the General Counsel of the Depositor, dated the [Initial] Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the [Initial] Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and dated the [Initial] Closing Date, in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the [Initial] Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the [Initial] Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the [Initial] Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and the Servicing Agreement, the Trust Agreement Agreement, and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the [Initial] Closing Date. (h) On or prior to the [Initial] Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of [the Class B Notes, the Class C NotesA-1, the Class D Notes, the Class E Notes or or] the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the [Initial] Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the [Initial] Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank Financial to the Depositor as a sale or contribution, contribution and (ii) concluding that a bankruptcy court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, not under applicable federal conservatorship or receivership bankruptcy law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, Financial and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank Financial pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank Financial is subject: the issue or and delivery of the Offered Notes, or the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, to be dated as of February 12, 2010the [Initial] Closing Date, among Ally BankFinancial, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the [Initial] Closing Date, [the Class B Notes, the Class C, A-1 and] the Class D Notes and the Class E Notes Certificates shall have been issued by the Trust. (k) On the [Initial] Closing Date, the Certificates shall have been issued by the Trust. (l) The Depositor shall have received the ratings letters that assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are to purchase and pay for the Certificates pursuant to this Agreement shall be subject to the accuracy of and compliance with the representations and warranties of the Company contained herein as of the date hereof and as of the Closing Time, to the accuracy of the statements of the Company’s officers made in any certificates furnished pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of At the Closing DateTime, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No no stop order suspending the effectiveness of the Registration Statement shall be in effect, have been issued under the Securities Act and no proceedings for such purpose therefor shall be pending before have been instituted or threatened by the Commission and there shall have been no material adverse change Commission. (not in b) At the ordinary course of business) in Closing Time, the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives Underwriters shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened.: (c1) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form Opinions and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representativesa negative assurance letter, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇ & ▇▇▇ & ▇▇▇▇▇ LLP, special as counsel for the Company, each in form and substance reasonably satisfactory to the DepositorRepresentatives. (f2) The Representatives shall have received a negative assurance letter with respect to the Disclosure PackageAn opinion, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and dated as of the Closing Date, of from ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for (i) WTC, individually, and as Subordination Agent, Trustee and Loan Trustee and (ii) WTNA, as Escrow Agent, in form and substance reasonably satisfactory to the UnderwritersRepresentatives. (g3) The Representatives shall have received a certificate signed by an executive officer or officers of the DepositorAn opinion, dated as of the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of from Pillsbury ▇▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇▇ LLP, special New York counsel for the Liquidity Provider, in form and substance reasonably satisfactory to the Representatives. (4) An opinion, dated as of the Closing Date, from ▇▇ ▇▇▇▇▇▇▇ Brocas ▇▇▇▇▇▇ ▇.▇.▇.▇.▇., special French counsel for the Liquidity Provider, in form and substance reasonably satisfactory to the Representatives. (5) An opinion, dated as of the Closing Date, from Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special New York counsel for the Depositary, in form and substance reasonably satisfactory to the Representatives. (6) An opinion, dated as the Closing Date, from ▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇▇▇▇▇, General Counsel special Japanese counsel for the Depositary, in form and substance reasonably satisfactory to Ally Bankthe Representatives. (7) An opinion and a negative assurance letter, each dated as of the Closing Date, from Milbank LLP, counsel for the Underwriters, each in form and substance reasonably satisfactory to the Representatives. (c) At the Closing Date, there shall not have been, since the respective dates as of which information is given in the General Disclosure Package and the Final Prospectus, any material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and you shall have received a certificate of the President, an Executive Vice President, a Senior Vice President or a Vice President of the Company, dated as of such Closing Time, to the effect that (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contributionthere has been no such material adverse change, (ii) concluding that a court having jurisdiction over the conservatorship or receivership representations and warranties of the Federal Deposit Insurance Corporation (FDICCompany contained in Section 1(a) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers hereof are true and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor correct with the assets same force and liabilities of Ally Bank, effect as though made at such Closing Time and (iii) concluding that none the Company has complied in all material respects with all of the following matters conflicts withagreements applicable to it contemplated herein and satisfied in all material respects all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. (d) Subsequent to the execution and delivery of this Agreement and prior to the Closing Time, or results in any breach of any terms and provisions ofneither Standard & Poor’s Rating Services, or constitutes (with or without notice or lapse of time) a default underStandard & Poor’s Financial Services LLC business nor ▇▇▇▇▇’▇ Investor Service, or results in Inc. shall have downgraded the creation of any lien, charge or encumbrance upon rating accorded any of the property Company’s securities (except for any pass through certificates) or assets announced that any probable downgrading of such rating is about to occur in the near future. (e) Promptly after the execution of this Agreement and also at the Closing Time, the Underwriters shall have received from KPMG LLP a letter or letters, dated as of the Depositor or Ally Bank pursuant respective dates of delivery thereof, in form and substance reasonably satisfactory to the terms ofRepresentatives, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery containing statements and information of the Offered Notestype ordinarily included in accountants’ “comfort letters” to underwriters with respect to certain financial statements and certain financial information contained or incorporated by reference in the General Disclosure Package and the Final Prospectus. (f) At the Closing Time, the consummation each of the transactions contemplated by the Trust Sale and Servicing Intercreditor Agreement, the Pooling and Servicing AgreementLiquidity Facility, the Trust Agreement, the Custodian Escrow Agreement, the Deposit Agreement and the Note Purchase Agreement shall have been executed and delivered by each party thereto; the representations and warranties of the Company contained in such agreements shall be accurate as of the Closing Time and the Underwriters shall have received a certificate of the President, an Executive Vice President, a Senior Vice President or an administration agreementa Vice President of the Company, dated as of February 12the Closing Date, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoingto such effect. (jg) Promptly after the execution of this Agreement and also at the Closing Time, each of the Appraisers shall have furnished to the Underwriters a letter from such Appraiser, addressed to the Company and dated the respective date of delivery thereof, confirming that such Appraiser and each of its directors and officers (i) is not an affiliate of the Company or any of its affiliates, (ii) does not have any substantial interest, direct or indirect, in the Company or any of its affiliates and (iii) is not connected with the Company or any of its affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. (h) Each class of Certificates shall have received ratings equal to or higher than the ratings indicated in the free writing prospectuses identified as Item 2 in Schedule A hereto from the nationally recognized statistical rating organizations named therein. (i) On the Closing Date, the Class B Notes, the Class C, the Class D Notes and the Class E Notes Depositary shall have been issued furnished to the Underwriters a certificate of the Depositary, signed by an officer of the TrustDepositary, dated as of the applicable date, to the effect that the representations and warranties of the Depositary contained in Section 1(b) hereof are true and correct with the same force and effect as though made on such Closing Date. (kj) The Depositor Company shall have received the ratings letters that assign ratings furnished to the Offered Notes specified Underwriters and their counsel, in form and substance satisfactory to them, such other documents, certificates and opinions as such counsel may reasonably request for the Ratings Free Writing Prospectuspurpose of enabling such counsel to pass upon the matters referred to in subsection (b)(7) of this Section 4 and in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any covenant by the Company theretofore to be performed, or the compliance with any of the conditions herein contained. The Depositor will furnish the Representatives with conformed copies of All such further opinions, certificates, letters and documents shall be deemed to be in compliance with the provisions hereof only if they are in all respects satisfactory to the Underwriters and their counsel. If any condition specified in this Section 4 shall not have been fulfilled when and as required to be fulfilled, other than by reason of any default by any Underwriter, such failure to fulfill a condition may be waived by the Representatives reasonably requestUnderwriters, or this Agreement may be terminated by the Underwriters by notice to the Company at any time at or prior to the Closing Time, and such termination shall be without liability of any party to any other party, except as provided in Sections 5, 6 and 8 hereof, which provisions shall remain in effect notwithstanding such termination.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties of Carvana and the Depositor contained in Section 1 and in certificates of any officer of Carvana delivered pursuant to the provisions hereof, to the performance by each of Carvana and the Depositor of their respective covenants and other obligations hereunder and to the following additional conditions: (a) The Representatives shall have received a letterRegistration Statement has become effective and is effective under the Securities Act, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) Material Adverse Effect in the condition of Carvana, the Depositor and its Depositor, or their subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives Representative, for the benefit of the Underwriters, shall have received, on the [Initial] Closing Date, a certificate, dated the [Initial] Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (cb) The Representatives Representative, for the benefit of the Underwriters, shall have received on the Closing Date an opinion of the General Counsel of the Depositorfollowing, dated the Closing Date, each in form and substance reasonably acceptable to the Representatives.Representative and, unless stated otherwise, dated as of the [Initial] Closing Date: (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPA letter, special counsel to dated as of the Depositordate of the Final Preliminary Prospectus, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereofFinal Preliminary Prospectus, and a letter with respect to the Final Prospectus, as each of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel which is from a nationally recognized accounting firm reasonably acceptable to the Depositor.Representative; (fii) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a A certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, Carvana in which such officer or officersofficer, to the best of their his knowledge after reasonable investigation, shall state that the representations and warranties of Carvana and the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement each Transaction Document are true and correct and that Carvana and the Depositor has have complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the [Initial] Closing Date.; (hiii) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose Opinions of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇M▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇C▇▇▇▇▇▇ and the Depositor; (iv) An opinion of in-house counsel to the Sponsor; (v) An opinion of [ ], counsel to the Servicer; (vi) An opinion of [ ], Arizona counsel to the Servicer; (vii) An opinion of [ ], counsel to the Indenture Trustee and Collateral Custodian; (viii) An opinion of in-house counsel to the Indenture Trustee and Collateral Custodian; (ix) An opinion of [ ]., counsel to the Issuing Entity[, the Grantor Trust], the Owner Trustee [and the Grantor Trust Trustee]; (x) An opinion of in-house counsel to the Asset Representation Reviewer; (xi) [An opinion of [ ], counsel to the Backup Servicer;] (xii) Negative assurance letters with respect to the Disclosure Package as of the date hereof and with respect to the Final Prospectus of M▇. ▇▇▇ ▇▇▇▇▇ LLP; (xiii) Negative assurance letters with respect to the Disclosure Package as of the date hereof and with respect to the Final Prospectus of S▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, General Counsel to Ally Bankcounsel for the Underwriters; and (xiv) Such information, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bankcertificates, and (iii) concluding that none of documents as the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoingRepresentative may reasonably request. (jc) On the [Initial] Closing Date, the Class B NotesIndenture shall have been duly qualified under the Trust Indenture Act. (d) On the [Initial] Closing Date, the Class C, the Class D Notes and the Class E Notes Securities shall have been issued by the TrustIssuing Entity. (ke) The Depositor shall have received the ratings letters that at least assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectushereof, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and Deloitte & Touche LLP in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing making such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable substantially to the Representatives.effect set forth in Exhibit A. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date., substantially to the effect set forth in Exhibit B. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇Mayer, Brown, ▇▇▇▇ ▇▇▇▇▇ & Maw LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and the Servicing Agreement, the Trust Agreement Agreement, and the Pooling and Servicing Agreement Agreement, are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s 's right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes[Certificates, the Class D Notes, the Class E Notes, any Variable Funding Notes or the Certificatesand any Overconcentration Series of Notes]) with respect to the assets of the Trust without the Representatives’ ' prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank GMAC to the Depositor as a sale or contribution, contribution and (ii) concluding that a court having jurisdiction over neither the conservatorship or receivership issue and delivery of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would notOffered Notes, under applicable federal conservatorship or receivership law, (A) hold that nor the rights, titles, powers and privileges consummation of the FDIC transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or the Administration Agreement, [dated as conservator or receiver of Ally Bank would extend ____ __, 2007] [to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities dated as of the Depositor with Closing Date], among GMAC, the assets Owner Trustee and liabilities of Ally Bankthe Indenture Trustee, and (iii) concluding that none nor the fulfillment of the following matters terms thereof, conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank GMAC pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank GMAC is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) [The Class A Notes are rated in the highest rating category for long-term (i.e., "AAA") obligations by at least one nationally recognized rating agency. The Class B Notes are rated at least in the ["A"] category for long-term obligations or its equivalent by at least one nationally recognized rating agency. The Class C Notes are rated at least in the ["BBB"] category for long-term obligations or its equivalent by at least one nationally recognized rating agency.] [The Class D Notes are rated at least in the ["BBB"] category for long-term obligations or its equivalent by at least one nationally recognized rating agency.] (k) On the Closing Date, the Class B Notes, the Class C, aggregate principal balance of [the Class D Notes and the Class E Notes Notes] set forth in the Final Prospectus shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties of Carvana and the Depositor contained in Section 1 and in certificates of any officer of Carvana delivered pursuant to the provisions hereof, to the performance by each of Carvana and the Depositor of their respective covenants and other obligations hereunder and to the following additional conditions: (a) The Representatives shall have received a letterRegistration Statement has become effective and is effective under the Securities Act, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) Material Adverse Effect in the condition of Carvana, the Depositor and its Depositor, or their subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives Representative, for the benefit of the Underwriters, shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (cb) The Representatives Representative, for the benefit of the Underwriters, shall have received on the Closing Date an opinion of the General Counsel of the Depositorfollowing, dated the Closing Date, each in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on Representative and, unless stated otherwise, dated as of the Closing Date an opinion of Date: (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPA letter, special counsel to dated as of the Depositordate of the Final Preliminary Prospectus, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereofFinal Preliminary Prospectus, and a letter with respect to the Final Prospectus, as each of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel which is from a nationally recognized accounting firm reasonably acceptable to the Depositor.Representative; (fii) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a A certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, Carvana in which such officer or officersofficer, to the best of their his knowledge after reasonable investigation, shall state that the representations and warranties of Carvana and the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement each Transaction Document are true and correct and that Carvana and the Depositor has have complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date.; (hiii) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions Opinions of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ FAC and the Depositor; (iv) An opinion of in-house counsel to the Sponsor and Carvana FAC; (v) An opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇, counsel to the Servicer; (vi) An opinion of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, LLP, counsel to the Indenture Trustee and Collateral Custodian; (vii) An opinion of in-house counsel to the Indenture Trustee and Collateral Custodian; (viii) An opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP▇▇, special P.A., counsel to Ally Bank the Issuing Entity, the Grantor Trust, the Owner Trustee and the Depositor, dated Grantor Trust Trustee; (ix) An opinion of in-house counsel to the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause Asset Representation Reviewer; (iiix) below, an An opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory counsel to the Representatives, Backup Servicer; (ixi) Negative assurance letters with respect to the characterization Disclosure Package as of the transfer date hereof and with respect to the Final Prospectus of ▇▇▇▇▇ ▇▇▇▇▇ LLP; (xii) Negative assurance letters with respect to the Disclosure Package as of the Receivables by Ally Bank date hereof and with respect to the Depositor as a sale or contributionFinal Prospectus of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel for the Underwriters; and (iixiii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would notSuch information, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bankcertificates, and (iii) concluding that none of documents as the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoingRepresentative may reasonably request. (jc) On the Closing Date, the Class B NotesIndenture shall have been duly qualified under the Trust Indenture Act. (d) On the Closing Date, the Class C, the Class D Notes and the Class E Notes Securities shall have been issued by the TrustIssuing Entity. (ke) The Depositor shall have received the ratings letters that at least assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are to purchase and pay for the Class C(R) Certificates pursuant to this Agreement shall be subject to the accuracy of and compliance with the representations and warranties of the Company contained herein as of the date hereof and as of the Closing Time, to the accuracy of the statements of the Company’s officers made in any certificates furnished pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of At the Closing DateTime, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No no stop order suspending the effectiveness of the Registration Statement shall be in effect, have been issued under the Securities Act and no proceedings for such purpose therefor shall be pending before have been instituted or threatened by the Commission and there shall have been no material adverse change Commission. (not in b) At the ordinary course of business) in Closing Time, the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives Underwriters shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened.: (c1) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form Opinions and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representativesa negative assurance letter, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇ & ▇▇▇ & ▇▇▇▇▇ LLP, special as counsel for the Company, each in form and substance reasonably satisfactory to the DepositorRepresentatives. (f2) The Representatives shall have received a negative assurance letter with respect to the Disclosure PackageAn opinion, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and dated as of the Closing Date, of from ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for (i) WTC, individually, and as Subordination Agent, Trustee and Loan Trustee and (ii) WTNA, as Escrow Agent, in form and substance reasonably satisfactory to the UnderwritersRepresentatives and substantially in the form of Exhibit A hereto. (g3) The Representatives shall have received a certificate signed by an executive officer or officers of the DepositorAn opinion, dated as of the Closing Date, from Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special New York counsel for the Depositary, in which such officer or officers, form and substance reasonably satisfactory to the best Representatives and substantially in the form of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing DateExhibit B hereto. (h4) On or prior to An opinion, dated as of the Closing Date, from in-house counsel for the Depositor shall not offerDepositary, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect in form and substance reasonably satisfactory to the assets Representatives and substantially in the form of the Trust without the Representatives’ prior written consentExhibit C hereto. (i5) The Representatives shall have received on An opinion and a negative assurance letter, each dated as of the Closing Date an opinion or opinions of ▇▇Date, from Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel to Ally Bank and for the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally BankUnderwriters, each in form and substance reasonably satisfactory to the Representatives. (c) At the Closing Date, there shall not have been, since the respective dates as of which information is given in the General Disclosure Package and the Final Prospectus, any material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and you shall have received a certificate of the President, an Executive Vice President, a Senior Vice President or a Vice President of the Company, dated as of such Closing Time, to the effect that (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contributionthere has been no such material adverse change, (ii) concluding that a court having jurisdiction over the conservatorship or receivership representations and warranties of the Federal Deposit Insurance Corporation (FDICCompany contained in Section 1(a) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers hereof are true and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor correct with the assets same force and liabilities of Ally Bank, effect as though made at such Closing Time and (iii) concluding that none the Company has complied in all material respects with all of the following matters conflicts withagreements and satisfied in all material respects all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. (d) Subsequent to the execution and delivery of this Agreement and prior to the Closing Time, or results in any breach neither ▇▇▇▇▇’▇ Investors Service, a division of any terms and provisions of▇▇▇▇▇’▇ Corp. nor Fitch Ratings, or constitutes (with or without notice or lapse of time) a default under, or results in Inc. shall have downgraded the creation of any lien, charge or encumbrance upon rating accorded any of the property Company’s securities (except for any pass through certificates) or assets announced that any probable downgrading of such rating is about to occur in the near future. (e) Promptly after the execution of this Agreement and also at the Closing Time, the Underwriters shall have received from KPMG LLP a letter or letters, dated as of the Depositor or Ally Bank pursuant respective dates of delivery thereof, in form and substance reasonably satisfactory to the terms ofRepresentatives, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery containing statements and information of the Offered Notestype ordinarily included in accountants’ “comfort letters” to underwriters with respect to certain financial statements and certain financial information contained or incorporated by reference in the General Disclosure Package and the Final Prospectus. (f) At the Closing Time, each of Amendment No. 2 to the consummation of the transactions contemplated by the Trust Sale and Servicing Intercreditor Agreement, the Pooling and Servicing Agreement, the Class C(R) Trust Agreement, the Custodian Escrow Agreement, the Deposit Agreement and the Note Purchase Agreement shall have been executed and delivered by each party thereto; the representations and warranties of the Company contained in such agreements shall be accurate as of the Closing Time and the Underwriters shall have received a certificate of the President, an Executive Vice President, a Senior Vice President or an administration agreementa Vice President of the Company, dated as of February 12the Closing Date, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoingto such effect. (jg) Promptly after the execution of this Agreement and also at the Closing Time, each of the Appraisers shall have furnished to the Underwriters a letter from such Appraiser, addressed to the Company and dated the respective date of delivery thereof, confirming that such Appraiser and each of its directors and officers (i) is not an affiliate of the Company or any of its affiliates, (ii) does not have any substantial interest, direct or indirect, in the Company or any of its affiliates and (iii) is not connected with the Company or any of its affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. (h) The Class C(R) Certificates shall have received ratings equal to or higher than the ratings indicated in the free writing prospectus identified as Item 2 in Schedule A hereto from the nationally recognized statistical rating organizations named therein. (i) On the Closing Date, the Class B NotesDepositary shall have furnished to the Underwriters a certificate of the Depositary, signed by an officer of the Depositary, dated as of the applicable date, to the effect that the representations and warranties of the Depositary contained in Section 1(b) hereof are true and correct with the same force and effect as though made on such Closing Date. (j) The Company shall have furnished to the Underwriters and their counsel, in form and substance satisfactory to them, such other documents, certificates and opinions as such counsel may reasonably request for the purpose of enabling such counsel to pass upon the matters referred to in subsection (b)(5) of this Section 4 and in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the Class C, the Class D Notes and the Class E Notes shall have been issued performance of any covenant by the TrustCompany theretofore to be performed, or the compliance with any of the conditions herein contained. (k) The Depositor Company shall have received the ratings letters that assign ratings to the Offered Notes specified obtained a Ratings Confirmation (as defined in the Ratings Free Writing ProspectusIntercreditor Agreement) in respect of the Class A Certificates and the Class B Certificates. (l) The Company shall have issued a redemption notice to call the Class C Equipment Notes for redemption on the Class C Refinancing Date. The Depositor will furnish the Representatives with conformed copies of All such further opinions, certificates, letters and documents shall be deemed to be in compliance with the provisions hereof only if they are in all respects satisfactory to the Underwriters and their counsel. If any condition specified in this Section 4 shall not have been fulfilled when and as required to be fulfilled, other than by reason of any default by any Underwriter, such failure to fulfill a condition may be waived by the Representatives reasonably requestUnderwriters, or this Agreement may be terminated by the Underwriters by notice to the Company at any time at or prior to the Closing Time, and such termination shall be without liability of any party to any other party, except as provided in Sections 5, 6 and 8 hereof, which provisions shall remain in effect notwithstanding such termination.

Conditions to the Obligations of the Underwriters. The obligations obligation of the Underwriters hereunder are of any Offered Securities under the Underwriting Agreement to purchase the Offered Securities shall be subject to the accuracy of the representations and warranties on the part of UACSC contained herein as of the date hereof and the Closing Date, to the accuracy of the statements of UACSC made in any certificates pursuant to the provisions hereof, to the performance by UACSC of its obligations hereunder and to the following conditionsadditional conditions with respect to the Offered Securities: (a) The Representatives Registration Statement shall have received a letterbecome effective not later than 4:00 p.m., dated as of New York City time, on the day following the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No Underwriting Agreement; no stop order suspending the effectiveness of the Registration Statement shall be in effect, have been issued and no proceedings for such that purpose shall be pending before have been instituted or threatened threatened; and the Prospectus shall have been timely filed with the Commission pursuant to Rule 424(b) under the Act. (b) The Underwriters shall have received from Barnes & Thornburg and ▇▇▇▇▇tt & McNagny, ▇▇▇▇▇▇▇ for U▇▇▇▇, ▇avo▇▇▇▇▇ ▇pinions, dated the Closing Date and satisfactory in form and substance to counsel for the Underwriters, to the effect set forth in Exhibit A. Such opinions (a) may express reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by, officers of the parties to these Standard Provisions, the Underwriting Agreement, and the Pooling and Servicing Agreement, (b) may assume the due authorization, execution, and delivery of the instruments and documents referred to therein by the Commission parties thereto other than UACSC, and (c) to the extent such opinion relates to law other than the laws of the State of Indiana and the federal laws of the United States, may rely on a favorable opinion of local counsel satisfactory to the Representatives, dated the Closing Date, and satisfactory in form and substance to counsel for the Underwriters. The counsel for UACSC will also deliver an opinion to the Underwriters, dated the Closing Date and satisfactory in form and substance to counsel for the Underwriters with respect to the characterization of the transfer of the Receivables from UACSC to the Trust as a sale. (c) The Underwriters shall have received from Cadwalader, Wickersham & Taft, counsel for ▇▇▇ ▇▇▇▇▇▇rit▇▇▇, a favorable opinion, dated the Closing Date and satisfactory in form and substance to the Underwriters. (d) The Underwriters shall have received on the Closing Date, addressed to the Underwriters and dated the Closing Date, any opinion delivered to the rating agency in connection with its rating of the Offered Securities. (e) The Underwriters shall have received from counsel for the Trustee, a favorable opinion dated the Closing Date and satisfactory in form and substance to counsel for the Underwriters, to the effect set forth in Exhibit B. (f) The Underwriters shall have received a favorable opinion addressed to the Underwriters and UACSC from counsel for the third party credit enhancer, if any, dated the Closing Date and satisfactory in form and substance to counsel for the Underwriters and UACSC, to the effect set forth in Exhibit C. (g) The Offered Securities shall be rated in the highest category by a nationally recognized rating agency or such other category as shall be designated in the Underwriting Agreement. Further, subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred any downgrading, nor shall any notice have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate the direction of a possible change, in the rating accorded (i) the Offered Securities by any nationally recognized rating agency which rates the Offered Securities, (ii) any rated debt instrument issued by UACSC or (iii) any rated debt instrument issued by the third party credit enhancer, if any. (h) UACSC and UAC will enter into the Pooling and Servicing Agreement at or before the Closing Date and, when delivered by UACSC and UAC, the Pooling and Servicing Agreement will have been duly authorized, executed, and delivered by UACSC and UAC and will constitute the legal, valid, and binding agreement of UACSC and UAC. (i) UACSC shall have delivered to the Underwriters a certificate, dated the Closing Date, of the President or a Vice President of UACSC to the effect that the signer of such certificate has carefully examined these Standard Provisions, the Underwriting Agreement, and the Pooling and Servicing Agreement and to the effect that: (i) the representations and warranties of UACSC contained in such agreements are true and current in all material respects at and as of the Closing Date with the same effect as if made at the Closing Date, (ii) UACSC has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date, (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to UACSC's knowledge threatened, (iv) there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor UACSC and any of its subsidiaries, taken as a whole, from that set forth in the Registration Statement, (iv) nothing has come to his attention that would lead him to believe that the Disclosure PackageProspectus contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (vi) UACSC has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware with corporate and other power and authority to own its properties and conduct its business, as of the Applicable Time now conducted by it, and (ii) the Registration Statement to enter into and perform its obligations under this Agreement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale Pooling and Servicing Agreement, (vii) each of UAC and UAFC has been duly incorporated and is validly existing under the Trust laws of the State of its incorporation and has corporate and other power and authority to own its properties and conduct its business, as now conducted by it, (viii) all other subsidiaries of UAC that have engaged in any business activity have been duly incorporated and are validly existing under the laws of the State of their incorporation and have corporate and other power and authority to own their properties and conduct their businesses, as now conducted by them, (ix) these Standard Provisions, the Underwriting Agreement and the Pooling and Servicing Agreement are true have been duly authorized, executed, and correct delivered by UACSC, (x) the fulfillment of the terms of these Standard Provisions, the Underwriting Agreement and the Pooling and Servicing Agreement will not constitute a breach of any term or provision of the charter or by-laws of UACSC, or conflict with or constitute a breach, violation, or acceleration of or a default under, the terms of any indenture or other material agreement or instrument to which UACSC is a party, and (xi) UACSC is not a party to, bound by, or in breach or violation of any indenture or other material agreement or instrument, or subject to or in violation of any statute, regulation, or order of any governmental body, administrative agency, regulatory body, or court having jurisdiction over UACSC, that materially and adversely affects or would in the Depositor has complied with all agreements future materially and satisfied all conditions on its part to be performed adversely affect the business, operations, or satisfied hereunder financial condition or thereunder at the material properties or before the Closing Dateassets of UACSC. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (ij) The Representatives Underwriters shall have received on from independent accountants of UACSC, one or two letters, one such letter dated the Closing Date an opinion or opinions date of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPthe Prospectus relating to such Offered Securities and satisfactory in form and substance to the Underwriters and counsel for the Underwriters, special counsel to Ally Bank and the Depositora second letter, if necessary, dated the Closing Date, and with respect as to certain such matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each as the Underwriters may reasonably request in form and substance reasonably satisfactory to the Representatives, (i) with respect Underwriter and counsel to the characterization of the transfer of the Receivables Underwriters, provided by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class B Notes, the Class C, the Class D Notes and the Class E Notes shall have been issued by the TrustUACSC. (k) The Depositor All proceedings in connection with the transactions contemplated by this Agreement and the Underwriting Agreement and all documents incident hereto or thereto shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters, and the Underwriters and counsel for the Underwriters shall have received the ratings letters that assign ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinionsinformation, certificates, letters opinions, and documents as the Representatives Underwriters may reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, Date with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCottPrince, ▇▇▇▇▇▇ & ▇, Cornwall & ▇▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, and (iii) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, General Counsel of the Asset Representations Reviewer, regarding certain corporate matters relating to the Asset Representations Reviewer, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Agreement, the Servicing Agreement, the Trust Agreement Agreement, and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates, other than to the extent retained to comply with the Credit Risk Retention Rules) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date (i) an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated concluding that if the FDIC were to be appointed as a conservator or receiver pursuant to Section 11(c) of the Federal Deposit Insurance Act, as amended, 12 U.S.C. § 1811 et seq. over Ally Bank, in a properly presented and decided case (A) paragraph (d)(3) or paragraph (d)(4), as applicable, and paragraph (e) of the FDIC regulation entitled “Treatment of financial assets transferred in connection with a securitization or participation,” 12 CFR § 360.6 (as amended through the Closing Date) would apply to transactions contemplated by the Basic Documents and (B) the FDIC could not avoid the Pooling Agreement by exercise of its authority under 12 U.S.C. 1821(d)(9), 1821(n)(4)(I), or 1823(e), and with respect to certain matters regarding Ally Bank set forth in clause (iiiii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Chief Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default underunder the Articles of Incorporation or Bylaws of Ally Bank, conflicts with or results in the creation of any lien, charge or encumbrance upon breaches any of the property terms and provisions of or assets of the Depositor or Ally Bank pursuant to the terms of, constitutes a default under any material indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue subject or delivery violate any laws, order, rule or regulation applicable to Ally Bank of the Offered Notesany court or of any federal or state regulatory body, the consummation administrative agency or other governmental instrumentality having jurisdiction over Ally Bank or any of its properties, which violation could reasonably be expected to have a material adverse effect on the transactions contemplated by the Trust Sale Transaction Documents, each such opinion dated the Closing Date and Servicing Agreement, in form and substance reasonably satisfactory to the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoingRepresentatives. (j) On the Closing Date, the Class B C Notes, the Class C, the Class D Notes and the Class E Notes Certificates shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are to purchase and pay for the Certificates subject to this Agreement will be subject to the accuracy of the representations and warranties on the part of the Depositor as of the date hereof and the Specified Delivery Date, to the accuracy of the statements of the Depositor made pursuant to the provisions hereof, to the performance by the Depositor in all material respects of its obligations hereunder and to the following conditionsadditional conditions precedent: (a) The Representatives you shall have received a letterletter from ▇▇▇▇▇ & Young LLP dated the date hereof and, if requested by you, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Specified Delivery Date, with respect to each in the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives.forms heretofore agreed to; (b) No all actions required to be taken and all filings required to be made by the Depositor under the Act prior to the Specified Delivery Date shall have been duly taken or made; and prior to the Specified Delivery Date, no stop order suspending the effectiveness of the Registration Statement shall be in effect, have been issued and no proceedings for such that purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in instituted, or to the ordinary course of business) in the condition knowledge of the Depositor and its subsidiariesor any Underwriter, taken as a whole, from that set forth in (i) shall be contemplated by the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened.Commission; (c) The Representatives shall have received on unless otherwise specified in Schedule I, the Closing Date an opinion Certificates subject to this Agreement and offered by means of the General Counsel of Registration Statement shall be rated the Depositorratings specified in Schedule I, dated the Closing Date, in form and substance reasonably acceptable to the Representatives.shall not have been lowered or placed on any credit watch with a negative implication for downgrade; (d) The Representatives you shall have received on the Closing Date an opinion opinions of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP& ▇▇▇▇ LLP special counsel to the Depositor and Credit Suisse First Boston LLC, dated the Specified Delivery Date, in substantially in the form agreed to on or prior to such date; (e) you shall have received an opinion of special counsel for to each Mortgage Loan Seller, dated the Underwriters.Specified Delivery Date, in the form agreed to on or prior to such date; (f) you shall have received an opinion of counsel to the Trustee, dated the Specified Delivery Date, in the form agreed to on or prior to such date, which shall also be addressed to the Rating Agencies, the Depositor and the Trustee or shall be accompanied by a reliance letter addressed to such parties; (g) The Representatives you shall have received an opinion of counsel of each Master Servicer, dated the Specified Delivery Date, in the form agreed to on or prior to such date; (h) you shall have received an opinion of counsel of each Special Servicer, dated the Specified Delivery Date, in the form agreed to on or prior to such date; (i) you shall have received letters, dated the Specified Delivery Date, from counsel rendering opinions to the Rating Agencies, to the effect that you may rely upon their opinion to such Rating Agencies, as if such opinion were rendered to you, or such opinions shall be addressed to you; (j) you shall have received a certificate or certificates signed by an executive officer or such of the principal executive, financial and accounting officers of the DepositorDepositor as you may request, dated the Closing Specified Delivery Date, in which such officer or officers, the form agreed to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class B Notes, the Class C, the Class D Notes and the Class E Notes shall have been issued by the Trust.such date; (k) The Depositor you shall have received a certificate of the ratings letters that assign ratings Trustee, signed by one or more duly authorized officers of the Trustee, dated the Specified Delivery Date, in the form agreed to on or prior to such date; (l) you shall have received a certificate of the Master Servicer, signed by one or more duly authorized officers of the Master Servicer, dated the Specified Delivery Date, in the form agreed to on or prior to such date; (m) you shall have received a certificate of the Special Servicer, signed by one or more duly authorized officers of the Special Servicer, dated the Specified Delivery Date, in the form agreed to on or prior to such date; (n) the Mortgage Loan Sellers shall have sold the Mortgage Loans to the Offered Notes specified in Depositor pursuant to the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of Mortgage Loan Purchase Agreements; and (o) you shall have received such further opinionsother documents, certificates, letters and documents opinions as the Representatives you may reasonably request.

Conditions to the Obligations of the Underwriters. The obligations obligation of the several Underwriters hereunder are to purchase and pay for the Notes will be subject to the following conditions: (a) The Representatives shall have received a letter, dated as accuracy of the date representations and warranties on the part of the Final Preliminary Prospectus, with respect to Bank herein on the Final Preliminary Prospectus, date hereof and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each accuracy of which is from a nationally recognized accounting firm reasonably acceptable the statements of officers of the Bank made pursuant to the Representatives and in form and substance reasonably acceptable provisions hereof, to the Representativesperformance by the Bank of its obligations hereunder and to the following additional conditions precedent: (a) On or prior to the date hereof, the Representative shall have received a letter (a "Procedures Letter"), dated the date of this Agreement of PricewaterhouseCoopers LLP verifying the accuracy of such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In addition, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) No The Prospectus Supplement shall have been filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations; and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall be in effect, have been issued and no proceedings for such that purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending instituted or threatened. (c) The Representatives Subsequent to the execution and delivery of this Agreement, there shall not have received occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, JPMorgan Chase Bank or ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ & Co. which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the Closing Date an opinion New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the General Counsel Bank, JPMorgan Chase Bank or ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ & Co. on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the DepositorRepresentative, dated the Closing Dateeffect of any such outbreak, in form escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and substance reasonably acceptable to any payment for the RepresentativesNotes. (d) The Representatives Representative shall have received on opinions, dated the Closing Date an opinion and reasonably satisfactory, when taken together, in form and substance to the Representative, of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP▇▇▇▇, special counsel to the DepositorBank, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah ▇▇▇▇▇▇ & Finger, P.A., special counsel for Ally Bankto the Trust, and in form and substance such other counsel otherwise reasonably acceptable to the RepresentativesRepresentative, each dated with respect to such matters as are customary for the Closing Datetype of transaction contemplated by this Agreement. (e) The Representatives Representative shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP▇▇▇▇, special counsel to the DepositorBank, dated the Closing Date and reasonably satisfactory in form and substance to the Representative, with respect to certain matters relating to the treatment of the transfer of the Receivables from the Bank to the Trust by the Federal Deposit Insurance Corporation and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., special counsel to the Bank, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representatives Representative shall have received a negative assurance letter with respect to the Disclosure Packagefrom Fried, as of the date hereofFrank, and with respect to the Final ProspectusHarris, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP▇▇▇▇, special counsel to Ally Bank and the DepositorUnderwriters, such opinion or opinions, dated the Closing DateDate and satisfactory in form and substance to the Representative, and with respect to certain the validity of the Notes, the Registration Statement, the Prospectus and other related matters regarding Ally as the Representative may require, and the Bank shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the statements made in clause the Prospectus Supplement under the caption "Material Federal Income Tax Consequences," insofar as they purport to constitute summaries of matters of United States federal tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the United States federal income tax matters described therein. (iiih) below, The Representative shall have received an opinion of ▇▇▇▇▇▇▇▇ ▇. , ▇▇▇▇▇▇▇▇ & Finger, General Counsel P.A., special counsel to Ally Bankthe Owner Trustee, each and such other counsel reasonably satisfactory to the Representative and its counsel, dated the Closing Date and satisfactory in form and substance reasonably satisfactory to the RepresentativesRepresentative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the The Class B Notes, the Class C, the Class D Notes and the Class E A-1 Notes shall have been issued rated "A-1+" by the Trust. (k) Standard & Poor's, "P-1" by ▇▇▇▇▇'▇ and "F1+" by Fitch. The Depositor Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have received the ratings letters that assign ratings to the Offered Notes specified in the Ratings Free Writing Prospectusbeen rated "AAA" by Standard & Poor's, "Aaa" by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Depositor will furnish the Representatives with conformed copies of such further opinionsCertificates shall have been rated "A" by Standard & ▇▇▇▇'▇, certificates, letters "▇▇" by ▇▇▇▇▇'▇ and documents as the Representatives reasonably request"A" by Fitch.

Conditions to the Obligations of the Underwriters. The obligations obligation of the several Underwriters hereunder are to purchase and pay for the Certificates will be subject to the following conditions: (a) The Representatives shall have received a letter, dated as accuracy of the date representations and warranties on the part of the Final Preliminary Prospectus, with respect to Bank herein on the Final Preliminary Prospectus, date hereof and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each accuracy of which is from a nationally recognized accounting firm reasonably acceptable the statements of officers of the Bank made pursuant to the Representatives and in form and substance reasonably acceptable provisions hereof, to the Representativesperformance by the Bank of its obligations hereunder and to the following additional conditions precedent: (a) On or prior to the date hereof, the Representative shall have received a letter (a "Procedures Letter"), dated the date of this Agreement of PricewaterhouseCoopers LLP verifying the accuracy of such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In addition, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) No The Prospectus Supplement shall have been filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations; and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall be in effect, have been issued and no proceedings for such that purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending instituted or threatened. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Representatives shall have received Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Certificates or makes it impractical to market the Certificates; (ii) any suspension or material limitation of trading in securities generally on the Closing Date an opinion New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the General Counsel Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the DepositorRepresentative, dated the Closing Dateeffect of any such outbreak, in form escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and substance reasonably acceptable to any payment for the RepresentativesCertificates. (d) The Representatives Representative shall have received on opinions, dated the Closing Date an opinion and reasonably satisfactory, when taken together, in form and substance to the Representative, of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP▇▇▇▇, special counsel to the DepositorBank, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah ▇▇▇▇▇▇ & Finger, P.A., special counsel for Ally Bankto the Trust, and in form and substance such other counsel otherwise reasonably acceptable to the RepresentativesRepresentative, each dated with respect to such matters as are customary for the Closing Datetype of transaction contemplated by this Agreement. (e) The Representatives Representative shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP▇▇▇▇, special counsel to the DepositorBank, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., special counsel to the Bank, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representatives Representative shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of from ▇▇▇▇▇ ▇▇▇▇▇ & Wood LLP, counsel to the Underwriters, such opinion or opinions, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Representative may require, and the Bank shall have furnished to such counsel such documents as they reasonably request for the Underwriterspurpose of enabling them to pass upon such matters. (g) The Representatives Representative shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel special tax counsel to Ally the Bank, each dated the Closing Date and reasonably satisfactory in form and substance reasonably satisfactory to the Representativeseffect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (ior a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the statements made in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" insofar as they purport to constitute summaries of matters of United States federal tax law and regulations or legal conclusions with respect to the characterization thereto, constitute accurate summaries of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, and (iii) concluding that none of the following matters conflicts with, or results described therein in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoingall material respects. (j) On the Closing Date, the Class B Notes, the Class C, the Class D Notes and the Class E Notes shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, Date with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCottPrince, ▇▇▇▇▇▇ & ▇, Cornwall & ▇▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Agreement, the Servicing Agreement, the Trust Agreement Agreement, and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class A-1 Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would notwould, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC acting as conservator or receiver of for Ally Bank would extend to could not avoid the Receivables, Pooling Agreement by exercise of its authority under 12 U.S.C. § 1823(e) or (B) hold that paragraph (d)(3) or (d)(4), as applicable, and paragraph (e) of the FDIC regulation entitled “Treatment of financial assets transferred in connection with a securitization or participation,” 12 CFR § 360.6 (as amended through the Closing Date) would be able apply to recover transactions contemplated by the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally BankBasic Documents, and (iiiii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Agreement, Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, to be dated as of February 12, 2010the Closing Date, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class A-1 Notes, Class B Notes, the Class CC Notes, the Class D Notes and the Class E Notes Certificates shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are named in any Terms Agreement to purchase and pay for the Certificates will be subject to the accuracy of the representations and warranties on the part of the Depositor as of the date hereof, the date of the applicable Terms Agreement and the applicable Closing Date, to the accuracy of the statements made in any officers' certificates (each an "Officer's Certificate") pursuant to the provisions hereof, to the performance by the Depositor of its obligations hereunder and to the following conditionsadditional conditions precedent: (ai) The Representatives At the time the applicable Terms Agreement is executed, Deloitte & Touche and/or any other firm of certified independent public accountants acceptable to you shall have famished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, stating in effect that using the assumptions and methodology used by the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth in the Prospectus as you may reasonably request, compared the results of their calculations to the corresponding items in the Prospectus, and found each such number, percentage, and weighted average life set forth in the Prospectus to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such information. (ii) At the Closing Date, Deloitte & Touche and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (b) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor under the Act and the Exchange Act prior to the sale of the Certificates shall have been duly taken or made; and prior to the applicable Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted, or to the knowledge of the Depositor or you, shall be contemplated by the Commission or by any authority administering any state securities or Blue Sky law. (c) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (d) You shall have received the opinion of counsel for the Depositor, dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto. Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates of responsible officers of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (e) You shall have received from counsel for the Depositor a letter, dated as of the date of Closing Date, stating that you may rely on the Final Preliminary Prospectus, with respect opinions delivered by such firm under the Pooling and Servicing Agreement and to the Final Preliminary Prospectusrating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you ) .. (f) You shall have received from counsel for the Underwriters, and a letterif such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness validity of the Certificates, the Registration Statement shall be in effectStatement, the Prospectus and other related matters as the Underwriters may require, and no proceedings for such purpose shall be pending before or threatened by the Commission and there Depositor shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken furnished to such counsel such documents as a whole, they may have requested from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel it for the Underwriterspurpose of enabling them to pass upon such matters. (g) The Representatives You shall have received a certificate Officer's Certificates signed by an executive officer or such of the principal executive, financial and accounting officers of the DepositorDepositor as you may request, dated as of the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and correct; that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date; that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; that, subsequent to the Depositor shall respective dates as of which information is given in the Prospectus, and except as set forth or contemplated in the Prospectus, there has not offerbeen any material adverse change in the general affairs, sellbusiness, contract to sell key personnel, capitalization, financial condition or otherwise dispose results of any additional similar asset-backed securities (which shall not affect operations of the Depositor’s right to offer, sell, contract to sell or ; that except as otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results stated in the creation of Prospectus, there are no material actions, suits or proceedings pending before any liencourt or governmental agency, charge authority or encumbrance upon any of the property or assets of body or, to their knowledge, threatened, affecting the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by this Agreement; and that attached thereto are true and correct copies of a letter or letters from the Trust Sale and Servicing one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment Certificates have been rated in one of the terms four highest grades by each of any such agencies and that such rating has not been lowered since the date of the foregoing. (j) On the Closing Date, the Class B Notes, the Class C, the Class D Notes and the Class E Notes shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign ratings to the Offered Notes specified in the Ratings Free Writing Prospectussuch letter. The Depositor will furnish the Representatives you with such conformed copies of such further opinions, certificates, letters and documents as the Representatives you reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to you, this Agreement (with respect to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or at any time prior to, the related Closing Date by the Underwriter. Notice of such cancellation shall be given to the Depositor in writing, or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are to purchase and pay for the Certificates pursuant to this Agreement shall be subject to the accuracy of and compliance with the representations and warranties of the Company contained herein as of the date hereof and as of the Closing Time, to the accuracy of the statements of the Company’s officers made in any certificates furnished pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of At the Closing DateTime, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No no stop order suspending the effectiveness of the Registration Statement shall be in effect, have been issued under the Securities Act and no proceedings for such purpose therefor shall be pending before have been instituted or threatened by the Commission and there shall have been no material adverse change Commission. (not in b) At the ordinary course of business) in Closing Time, the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives Underwriters shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened.: (c1) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form Opinions and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representativesa negative assurance letter, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇ & ▇▇▇ & ▇▇▇▇▇ LLP, special as counsel for the Company, each in form and substance reasonably satisfactory to the DepositorRepresentatives. (f2) The Representatives shall have received a negative assurance letter with respect to the Disclosure PackageAn opinion, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and dated as of the Closing Date, of from ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for (i) WTC, individually, and as Subordination Agent, Trustee and Loan Trustee and (ii) WTNA, as Escrow Agent, in form and substance reasonably satisfactory to the UnderwritersRepresentatives. (g3) The Representatives shall have received a certificate signed by an executive officer or officers of the DepositorAn opinion, dated as of the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of from Pillsbury ▇▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇▇ LLP, special New York counsel for the Liquidity Provider, in form and substance reasonably satisfactory to the Representatives. (4) An opinion, dated as of the Closing Date, from the chief legal officer of the Liquidity Provider, or other counsel to the Liquidity Provider satisfactory to the Representatives and counsel to the Representatives, in form and substance reasonably satisfactory to the Representatives. (5) An opinion, dated as of the Closing Date, from Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, General Counsel special New York counsel for the Depositary, in form and substance reasonably satisfactory to Ally Bankthe Representatives. (6) An opinion, dated as of the Closing Date, from ▇▇▇▇▇▇, ▇▇▇ & Miyazaki, special Japanese counsel for the Depositary, in form and substance reasonably satisfactory to the Representatives. (7) An opinion and a negative assurance letter, each dated as of the Closing Date, from Milbank LLP, counsel for the Underwriters, each in form and substance reasonably satisfactory to the Representatives. (c) At the Closing Time, there shall not have been, since the respective dates as of which information is given in the General Disclosure Package and the Final Prospectus, any material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and you shall have received a certificate of the President, an Executive Vice President, a Senior Vice President or a Vice President of the Company, dated as of such Closing Date, to the effect that (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contributionthere has been no such material adverse change, (ii) concluding that a court having jurisdiction over the conservatorship or receivership representations and warranties of the Federal Deposit Insurance Corporation (FDICCompany contained in Section 1(a) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers hereof are true and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor correct with the assets same force and liabilities of Ally Bank, effect as though made at such Closing Time and (iii) concluding that none the Company has complied in all material respects with all of the following matters conflicts withagreements applicable to it contemplated herein and satisfied in all material respects all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. (d) Subsequent to the execution and delivery of this Agreement and prior to the Closing Time, or results in any breach of any terms and provisions ofneither S&P Global Ratings, or constitutes (with or without notice or lapse of time) a default under, or results in Standard & Poor’s Financial Services LLC business nor Fitch Ratings Inc. shall have downgraded the creation of any lien, charge or encumbrance upon rating accorded any of the property Company’s securities (except for any pass through certificates) or assets announced that any probable downgrading of such rating is about to occur in the near future. (e) Promptly after the execution of this Agreement and also at the Closing Time, the Underwriters shall have received from KPMG LLP a letter or letters, dated as of the Depositor or Ally Bank pursuant respective dates of delivery thereof, in form and substance reasonably satisfactory to the terms ofRepresentatives, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery containing statements and information of the Offered Notestype ordinarily included in accountants’ “comfort letters” to underwriters with respect to certain financial statements and certain financial information contained or incorporated by reference in the General Disclosure Package and the Final Prospectus. (f) At the Closing Time, the consummation each of the transactions contemplated by the Trust Sale and Servicing Intercreditor Agreement, the Pooling and Servicing AgreementLiquidity Facility, the Trust Agreement, the Custodian Escrow Agreement, the Deposit Agreement and the Note Purchase Agreement shall have been executed and delivered by each party thereto; the representations and warranties of the Company contained in such agreements shall be accurate as of the Closing Time and the Underwriters shall have received a certificate of the President, an Executive Vice President, a Senior Vice President or an administration agreementa Vice President of the Company, dated as of February 12the Closing Date, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoingto such effect. (jg) Promptly after the execution of this Agreement and also at the Closing Time, each of the Appraisers shall have furnished to the Underwriters a letter from such Appraiser, addressed to the Company and dated the respective date of delivery thereof, confirming that such Appraiser and each of its directors and officers (i) is not an affiliate of the Company or any of its affiliates, (ii) does not have any substantial interest, direct or indirect, in the Company or any of its affiliates and (iii) is not connected with the Company or any of its affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. (h) Each class of Certificates shall have received ratings equal to or higher than the ratings indicated in the free writing prospectuses identified as Item 2 in Schedule A hereto from the nationally recognized statistical rating organizations named therein. (i) On the Closing Date, the Class B Notes, the Class C, the Class D Notes and the Class E Notes Depositary shall have been issued furnished to the Underwriters a certificate of the Depositary, signed by an officer of the TrustDepositary, dated as of the applicable date, to the effect that the representations and warranties of the Depositary contained in Section 1(b) hereof are true and correct with the same force and effect as though made on such Closing Date. (kj) The Depositor Company shall have received the ratings letters that assign ratings furnished to the Offered Notes specified Underwriters and their counsel, in form and substance satisfactory to them, such other documents, certificates and opinions as such counsel may reasonably request for the Ratings Free Writing Prospectuspurpose of enabling such counsel to pass upon the matters referred to in subsection (b)(7) of this Section 4 and in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any covenant by the Company theretofore to be performed, or the compliance with any of the conditions herein contained. The Depositor will furnish the Representatives with conformed copies of All such further opinions, certificates, letters and documents shall be deemed to be in compliance with the provisions hereof only if they are in all respects satisfactory to the Underwriters and their counsel. If any condition specified in this Section 4 shall not have been fulfilled when and as required to be fulfilled, other than by reason of any default by any Underwriter, such failure to fulfill a condition may be waived by the Representatives reasonably requestUnderwriters, or this Agreement may be terminated by the Underwriters by notice to the Company at any time at or prior to the Closing Time, and such termination shall be without liability of any party to any other party, except as provided in Sections 5, 6 and 8 hereof, which provisions shall remain in effect notwithstanding such termination.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are to purchase the Securities shall be subject to the following conditions: (a) The Representatives shall have received a letter, dated accuracy in all material respects of the representations and warranties on the part of the Company contained herein as of the date hereof, as of the Final Preliminary Prospectus, with respect effectiveness of any amendment to the Final Preliminary Prospectus, Registration Statement filed prior to the Closing Date (including the filing of any document incorporated by reference therein) at the Time of Sale and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each accuracy of which is from a nationally recognized accounting firm reasonably acceptable the statements of the Company made in any certificates delivered pursuant to the Representatives and in form and substance reasonably acceptable provisions hereof, to the Representatives.performance by the Company of its obligations hereunder and to the following additional conditions: (ba) No stop order suspending the effectiveness of the Registration Statement Statement, as amended from time to time, shall be in effect, have been issued and no proceedings for such that purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiariesinstituted or threatened, taken as a whole, from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; Prospectus shall have been filed with the Commission not later than 5:30 P.M., New York City time, on the second Business Day following the date hereof, and each Issuer Free Writing Prospectus shall have been timely filed with the Commission to the extent required by Rule 433 under the Act. (b) The Company shall have furnished to the Representatives shall have receivedthe opinion of Shearman & Sterling LLP, on counsel to the Company, dated the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effecteffect as substantially set forth in Exhibit A hereto. The officer signing In rendering the opinion set forth in Exhibit A, Shearman & Sterling LLP may (A) assume the genuineness without independent investigation, of all signatures on all documents examined by such certificate may firm, the conformity to original documents of all documents submitted to such firm as certified or facsimile copies and the authenticity of all such documents; and (B) rely on the best of his/her knowledge as to proceedings pending or threatenedmatters of law of any State other than New York upon the opinion of counsel licensed to practice in such state and satisfactory to the Representatives (provided that such opinion shall state that the Representatives and Shearman & Sterling LLP are entitled to so rely) and as to certain matters of fact, upon certificates and written statements of officers and employees of, and accountants for, the Company. (c) The Representatives Company shall have received on furnished to the Closing Date an Representatives the opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., Associate General Counsel of the Company, dated the Closing Date, to Ally Bankthe effect as substantially set forth in Exhibit B hereto. (d) The Representatives shall have received from ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, each counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Securities, the Indenture, the Registration Statement, the Time of Sale Information, the Final Prospectus and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representatives a certificate of the Company signed by the Chairman of the Board, the President or any Vice President of the Company dated the Closing Date, to the effect that: (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement, as amended, has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Time of Sale Information and the Final Prospectus, there has been no material adverse change in the financial condition, earnings, business, properties or results of operations of the Company and its subsidiaries on a consolidated basis, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Time of Sale Information and the Final Prospectus. (f) At the date of this Agreement and the Closing Date, Ernst & Young LLP shall have furnished to the Representatives letters (which, with respect to any letter delivered on the Closing Date, may refer to letters previously delivered to the Representatives, a copy of which shall be attached, in which case the letter provided at the Closing Date shall state that the previous letter can be relied on), dated respectively as of the date of this Agreement and as of the Closing Date, in form and substance reasonably satisfactory to the Representatives, (i) containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the characterization financial statements and certain financial information contained in or incorporated by reference in the Time of Sale Information and the Final Prospectus. (g) Subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Information (exclusive of any supplement thereto) and the Final Prospectus (exclusive of any supplement thereto) and prior to the Closing Date, there shall not have been any change, or any development involving a prospective change, in or affecting the business, properties or results of operations of the transfer Company and its subsidiaries on a consolidated basis, the effect of which is, in the reasonable judgment of the Receivables by Ally Bank Representatives, so material and adverse as to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend make it impractical to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor proceed with the assets and liabilities of Ally Bank, and (iii) concluding that none of offering or the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions Securities as contemplated by the Trust Sale and Servicing AgreementRegistration Statement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as Time of February 12, 2010, among Ally Bank, the Trust Sale Information and the Indenture TrusteeFinal Prospectus. (h) Subsequent to the execution of this Agreement and prior to the Closing Date, nor there shall not have been any downgrading in the fulfillment of the terms ratings of any of the foregoingCompany’s debt securities by any “nationally recognized statistical rating organization,” as such term is defined by the Commission under the Act or any public announcement by any such organization that it has under surveillance or review with negative implications, its rating of any of the Company’s debt securities (or proposed rating of the Securities). (ji) On Prior to the Closing Date, the Class B Notes, the Class C, the Class D Notes and the Class E Notes Company shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign ratings furnished to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinionsinformation, certificates, letters certificates and documents as the Representatives may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled to the reasonable satisfaction of the Representatives when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be to the reasonable satisfaction of the Representatives and its counsel, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company by telephone or in the manner described in Section 14 hereof.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are to purchase the Securities shall be subject to the accuracy in all material respects of the representations and warranties on the part of the Company and the Trust contained herein as of the date hereof and the Closing Date, to the accuracy of any material statements made in any certificates, opinions, affidavits, written statements or letters furnished to the Representatives or to ▇▇▇▇▇, Day, ▇▇▇▇▇▇ & ▇▇▇▇▇ ("Underwriters' Counsel") pursuant to this Agreement, to the performance by the Company and the Trust of their respective obligations hereunder and to the following additional conditions: (a) The Representatives Final Prospectus shall have received a letterbeen filed with the Commission pursuant to Rule 424 not later than 5:00 p.m., dated as of New York City time, on the second business day following the date of the Final Preliminary Prospectus, with respect this Agreement or such later date and time as shall be consented to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to writing by the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement Statement, as amended from time to time, or suspending the qualification of the Declaration, the Guarantee Agreement or the Indenture, shall be in effect, effect and no proceedings for such purpose shall be pending before or threatened by the Commission and there any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Final Prospectus or otherwise) shall have been no material adverse change (not in complied with to the ordinary course of business) in the condition reasonable satisfaction of the Depositor and its subsidiaries, taken as a whole, from that set forth in Representatives. (ic) Since the Disclosure Package, respective dates as of the Applicable Time and (ii) which information is given in the Registration Statement and the Final Prospectus; , there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (j) (k), (l) or (m) of this Section 7 which, in the judgment of the Representatives, makes it impracticable or inadvisable to proceed with the offering and delivery of the Preferred Securities as contemplated by the Registration Statement and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the RepresentativesFinal Prospectus. (d) The Representatives Company shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel furnished to the Depositor, and in form and substance reasonably acceptable to Representatives the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. , Carton & ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory counsel to the RepresentativesCompany, dated the Closing Date, to the effect that: (i) with respect to The Company has been duly organized and is legally existing and in good standing under the characterization laws of the transfer jurisdiction of its incorporation with all requisite corporate power and authority to own and operate its properties and to conduct its business as described in the Receivables by Ally Bank to the Depositor as a sale or contribution, Final Prospectus. (ii) concluding that a court having jurisdiction over The statements made in the conservatorship or receivership Final Prospectus under the captions "Description of Securities," "Certain Terms of the Federal Deposit Insurance Corporation Preferred Securities," "Certain Terms of the Junior Subordinated Debt Securities," "Description of Preferred Securities," "Description of the Junior Subordinated Debt Securities," "Description of the Guarantee" and "Effect of Obligations Under the Junior Subordinated Debt Securities and the Guarantee" insofar as such statements purport to constitute summaries of the terms of the Preferred Securities, the Debentures and the Guarantee, constitute accurate summaries of the terms of the Preferred Securities, the Debentures and the Guarantee in all material respects. (FDICiii) over Ally Bank would notThe Indenture has been duly authorized, executed and delivered by the Company, has been duly qualified under applicable federal conservatorship or receivership lawthe Trust Indenture Act and constitutes a legal, (A) hold valid and binding instrument enforceable against the Company in accordance with its terms; and the Debentures have been duly authorized, executed and issued by the Company, and assuming due authentication by the Indenture Trustee and upon payment and delivery as contemplated by the Final Prospectus, will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture; and the Guarantee Agreement has been duly authorized, executed and delivered by the Company, has been duly qualified under the Trust Indenture Act and, assuming due authorization, execution and delivery by the Guarantee Trustee, will constitute a legal, valid and binding obligation of the Company; provided however, that the rightsforegoing is subject to the effects of bankruptcy, titlesinsolvency, powers fraudulent conveyance, reorganization, moratorium and privileges other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and by an implied covenant of good faith and fair dealing. (iv) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the FDIC transactions contemplated by this Agreement, except for (1) such consents, approvals, authorizations or orders as conservator or receiver have been obtained under the Securities Act and such as may be required under the Exchange Act and the blue sky laws of Ally Bank would extend to any jurisdiction in connection with the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets purchase and liabilities distribution of the Depositor with Securities by the assets and liabilities of Ally BankUnderwriters, and (iii2) concluding that none the qualification of the following matters conflicts Indenture, the Declaration and the Guarantee Agreement under the Trust Indenture Act, which has been obtained. (v) Such counsel does not know of any contracts or other documents which are required to be filed as exhibits to the Registration Statement by the Securities Act or by the Rules which have not been filed as exhibits to the Registration Statement or incorporated therein by reference as permitted by the Rules. (vi) To the best of such counsel's knowledge, neither the Company nor either of its Named Subsidiaries is in violation of its corporate charter or by-laws, or in default under any material agreement, indenture or instrument known to such counsel, the effect of which violation or default would be material to the Company and its subsidiaries taken as a whole. (vii) This Agreement and the Declaration have been duly authorized, executed and delivered by the Company; the execution, delivery and performance of this Agreement, the Declaration, the Indenture and the Guarantee Agreement (collectively the "Transaction Documents") by the Company and the Trust will not conflict with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results result in the creation or imposition of any material lien, charge or encumbrance upon any of the property or assets of the Depositor Company or Ally Bank its Named Subsidiaries pursuant to the terms of, or constitute a default under, any indenture, material agreement, mortgage, deed of trust indenture or other instrument known to such counsel and to which the Depositor Company or Ally Bank either of its Named Subsidiaries is subject: the issue a party or delivery is bound, or result in a violation of the Offered Notescorporate charter or by-laws of the Company or either of its Named Subsidiaries or any order, rule or regulation known to such counsel of any court or governmental agency having jurisdiction over the Company, its Named Subsidiaries or any of their respective properties, the effect of which would be material to the Company and its subsidiaries taken as a whole. (viii) The Registration Statement has become effective under the Securities Act, and, to the best of the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose is pending or threatened by the Commission. (ix) The Registration Statement, the Final Prospectus and each amendment thereof or supplement thereto (except that no opinion need be expressed as to the financial statements or other financial or statistical data or the Forms T-1 included or incorporated by reference therein) comply as to form in all material respects with the requirements of the Securities Act and the Rules. (x) Authorization for the listing of the Preferred Securities on the NYSE has been given, subject to official notice of issuance and evidence of satisfactory distribution. (xi) Such counsel does not know of any litigation or any governmental proceeding pending or threatened against the Company or any of its subsidiaries which would affect the subject matter of this Agreement or is required to be disclosed in the Final Prospectus which is not disclosed and correctly summarized therein. (xii) To such counsel's knowledge, the Trust is not a party to or otherwise bound by any agreement other than those described in the Final Prospectus. (xiii) The Trust is not subject to registration as an "investment company" under the Investment Company Act of 1940, as amended. Such opinion shall also contain a statement that although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Final Prospectus (except as to those matters stated in paragraph (ii) of such opinion), such counsel has no reason to believe that (i) the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or (ii) the Final Prospectus contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that no opinion need be expressed as to (a) the financial statements or other financial or statistical data, (b) information relating to The Depository Trust Company, Cedelbank and Euroclear, or (c) the Forms T-1 included or incorporated by reference therein). In rendering such opinion, such counsel may rely upon opinions of local counsel satisfactory to the Representatives for matters governed by Oklahoma law and may rely as to matters of fact, to the extent he or she deems proper, upon certificates or affidavits of officers of the Company, the Trustees, the Guarantee Trustee or the Indenture Trustee and public officials. Such counsel may rely on a certificate of the Indenture Trustee and the Guarantee Trustee with respect to the execution of the Debentures and the Guarantee, respectively, by the Company, the authentication of the Debentures by the Indenture Trustee, and the execution of the Guarantee by the Guarantee Trustee. (e) The Company shall have furnished to the Representatives the opinion of Rainey, Ross, Rice & ▇▇▇▇▇, counsel to the Company, dated the Closing Date, to the effect that: (i) The Company has been duly organized and is legally existing and in good standing under the laws of the jurisdiction of its incorporation with all requisite corporate power and authority to own and operate its properties and to conduct its business as described in the Final Prospectus. (ii) The statements made in the Final Prospectus under the captions "Description of Securities," "Certain Terms of the Preferred Securities," "Certain Terms of the Junior Subordinated Debt Securities," "Description of Preferred Securities," "Description of the Junior Subordinated Debt Securities," "Description of the Guarantee" and "Effect of Obligations Under the Junior Subordinated Debt Securities and the Guarantee" insofar as such statements purport to constitute summaries of the terms of the Preferred Securities, the Debentures and the Guarantee, constitute accurate summaries of the terms of the Preferred Securities, the Debentures and the Guarantee in all material respects. (iii) The Indenture has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms; and the Debentures have been duly authorized, executed and issued by the Company, and assuming due authentication by the Indenture Trustee and upon payment and delivery as contemplated by the Final Prospectus, will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture; and the Guarantee Agreement has been duly authorized, executed and delivered by the Company, has been duly qualified under the Trust Indenture Act and, assuming due authorization, execution and delivery by the Guarantee Trustee, will constitute a legal, valid and binding obligation of the Company; provided however, that the foregoing is subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and by an implied covenant of good faith and fair dealing. (iv) No consent, approval, authorization or order of any Oklahoma court or governmental agency or body is required for the consummation of the transactions contemplated by this Agreement, except for (1) such consents, approvals, authorizations or orders as have been obtained under the Securities Act and such as may be required under the Exchange Act and the blue sky laws of the State of Oklahoma in connection with the purchase and distribution of the Securities by the Underwriters, and (2) the qualification of the Indenture, the Declaration and the Guarantee Agreement under the Trust Sale Indenture Act, which has been obtained. (v) Such counsel does not know of any contracts or other documents which are required to be filed as exhibits to the Registration Statement by the Securities Act or by the Rules which have not been filed as exhibits to the Registration Statement or incorporated therein by reference as permitted by the Rules. (vi) To the best of such counsel's knowledge, neither the Company nor either of its Named Subsidiaries is in violation of its corporate charter or by-laws, or in default under any material agreement, indenture or instrument known to such counsel, the effect of which violation or default would be material to the Company and Servicing its subsidiaries taken as a whole. (vii) This Agreement and the Declaration have been duly authorized, executed and delivered by the Company; the execution, delivery and performance of this Agreement, the Pooling Declaration, the Indenture and Servicing Agreementthe Guarantee Agreement (collectively the "Transaction Documents") by the Company and the Trust will not conflict with, or result in the creation or imposition of any material lien, charge or encumbrance upon any of the assets of the Company or its Named Subsidiaries pursuant to the terms of, or constitute a default under, any material agreement, indenture or instrument known to such counsel and to which the Company or either of its Named Subsidiaries is a party or is bound, or result in a violation of the corporate charter or by-laws of the Company or either of its Named Subsidiaries or any order, rule or regulation known to such counsel of any court or governmental agency having jurisdiction over the Company, its Named Subsidiaries or any of their respective properties, the effect of which would be material to the Company and its subsidiaries taken as a whole. (viii) Such counsel does not know of any litigation or any governmental proceeding pending or threatened against the Company or any of its subsidiaries which would affect the subject matter of this Agreement or is required to be disclosed in the Final Prospectus which is not disclosed and correctly summarized therein. (ix) To such counsel's knowledge, the Trust Agreementis not a party to or otherwise bound by any agreement other than those described in the Final Prospectus. Such opinion shall also contain a statement that although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the Custodian Agreement or an administration agreementstatements contained in the Registration Statement and the Final Prospectus (except as to those matters stated in paragraph (ii) of such opinion), dated such counsel has no reason to believe that (i) the Registration Statement, as of February 12its effective date, 2010contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or (ii) the Final Prospectus contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, among Ally Bank, in the Trust and the Indenture Trustee, nor the fulfillment light of the terms circumstances under which they were made, not misleading (except that no opinion need be expressed as to (a) the financial statements or other financial or statistical data, (b) information relating to The Depository Trust Company, Cedelbank and Euroclear, or (c) the Forms T-1 included or incorporated by reference therein). In rendering such opinion, such counsel may rely as to matters of any of the foregoing. (j) On the Closing Datefact, the Class B Notes, the Class C, the Class D Notes and the Class E Notes shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.extent he or she deems proper,

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are to purchase and pay for the Certificates pursuant to this Agreement shall be subject to the accuracy of and compliance with the representations and warranties of the Company contained herein as of the date hereof and as of the Closing Time, to the accuracy of the statements of the Company’s officers made in any certificates furnished pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of At the Closing DateTime, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No no stop order suspending the effectiveness of the Registration Statement shall be in effect, have been issued under the Securities Act and no proceedings for such purpose therefor shall be pending before have been instituted or threatened by the Commission and there shall have been no material adverse change Commission. (not in b) At the ordinary course of business) in Closing Time, the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives Underwriters shall have received, on the Closing Date, a certificate: (1) An opinion and negative assurance letter, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇ & ▇▇▇ & ▇▇▇▇▇ LLP, special as counsel for the Company, in form reasonably satisfactory to the DepositorRepresentative substantially in the form of Exhibit A hereto. (f2) The Representatives shall have received a negative assurance letter with respect to the Disclosure PackageAn opinion, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and dated as of the Closing Date, of from ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for WTC, individually, and as Subordination Agent, Trustee and Loan Trustee, in form and substance reasonably satisfactory to the UnderwritersRepresentative and substantially to the effect set forth in Exhibit B hereto. (g3) The Representatives shall have received a certificate signed by an executive officer or officers of the DepositorAn opinion, dated as of the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. from (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel for the Class AA Liquidity Provider, and (ii) ▇▇▇▇▇ ▇▇▇▇▇, Group General Counsel for the Class AA Liquidity Provider, each in form and substance satisfactory to Ally Bank the Representative, substantially to the effect set forth in Exhibits C-1 and the DepositorC-2 hereto, respectively. (4) An opinion, dated as of the Closing Date, from (i) Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel for the Class A/B Liquidity Provider, and with respect to certain matters regarding Ally Bank set forth in clause (iiiii) below, an opinion of ▇▇ ▇▇▇▇▇▇▇ ▇. Brocas ▇▇▇▇▇▇ ▇.▇.▇.▇.▇., special French counsel for the Class A/B Liquidity Provider, each in form and substance satisfactory to the Representative, substantially to the effect set forth in Exhibits C-1 and D-1 hereto, respectively. (5) An opinion and negative assurance letter, dated as of the Closing Date, from Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Underwriters, including to the effect that the opinions delivered pursuant to subsections (b)(1) through (b)(4) of this Section 4 appear on their face to be appropriately responsive to the requirements of this Agreement except, specifying the same, to the extent waived by the Representative and with respect to the issuance and sale of the Certificates, the Registration Statement, the General Counsel Disclosure Package, the Final Prospectus and other related matters as you may reasonably require. (c) At the Closing Date, there shall not have been, since the respective dates as of which information is given in the General Disclosure Package and the Final Prospectus, any material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and you shall have received a certificate of the President, an Executive Vice President, a Senior Vice President or a Vice President of the Company, dated as of such Closing Time, to Ally Bankthe effect that (i) there has been no such material adverse change, each (ii) the representations and warranties of the Company contained in Section 1(a) hereof are true and correct with the same force and effect as though made at such Closing Time and (iii) the Company has complied in all material respects with all of the agreements and satisfied in all material respects all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. (d) Subsequent to the execution and delivery of this Agreement and prior to the Closing Time, neither ▇▇▇▇▇’▇ Investor Service, a division of ▇▇▇▇▇’▇ Corp. nor Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC business shall have downgraded the rating accorded any of the Company’s securities (except for any pass through certificates) or announced that any probable downgrading of such rating is about to occur in the near future. (e) Promptly after the execution of this Agreement and also at the Closing Time, the Underwriters shall have received from Ernst & Young LLP a letter or letters, dated as of the respective dates of delivery thereof, in form and substance reasonably satisfactory to the RepresentativesRepresentative, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to certain financial statements and certain financial information contained or incorporated by reference in the General Disclosure Package and the Final Prospectus. (f) Promptly after the execution of this Agreement and also at the Closing Time, the Underwriters shall have received from KPMG LLP a letter or letters, dated as of the respective dates of delivery thereof, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to certain financial statements and certain financial information contained or incorporated by reference in the General Disclosure Package and the Final Prospectus. (g) At the Closing Time, each of the Intercreditor Agreement, the Liquidity Facilities, the Trust Agreements and the Note Purchase Agreement shall have been executed and delivered by each party thereto; the representations and warranties of the Company contained in such agreements shall be accurate as of the Closing Time and the Underwriters shall have received a certificate of the President, an Executive Vice President, a Senior Vice President or a Vice President of the Company, dated as of the Closing Date, to such effect. (h) Promptly after the execution of this Agreement and also at the Closing Time, each of the Appraisers shall have furnished to the Underwriters a letter from such Appraiser, addressed to the Company and dated the respective date of delivery thereof, confirming that such Appraiser and each of its directors and officers (i) with respect to the characterization is not an affiliate of the transfer Company or any of the Receivables by Ally Bank to the Depositor as a sale or contributionits affiliates, (ii) concluding that a court having jurisdiction over does not have any substantial interest, direct or indirect, in the conservatorship Company or receivership any of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, its affiliates and (iii) concluding that none is not connected with the Company or any of its affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. (i) Each class of Certificates shall have received ratings equal to or higher than the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results ratings indicated in the creation of any lien, charge or encumbrance upon any of free writing prospectus identified as Item 2 in Schedule A hereto from the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoingnationally recognized statistical rating organizations named therein. (j) On The Company shall have furnished to the Closing DateUnderwriters and their counsel, in form and substance satisfactory to them, such other documents, certificates and opinions as such counsel may reasonably request for the purpose of enabling such counsel to pass upon the matters referred to in subsection (b)(5) of this Section 4 and in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the Class B Notes, the Class C, the Class D Notes and the Class E Notes shall have been issued performance of any covenant by the TrustCompany theretofore to be performed, or the compliance with any of the conditions herein contained. (k) The Depositor At or prior to the Closing Time, each Indenture, the Note Purchase Agreement and each Participation Agreement shall have received been duly executed and delivered by the ratings letters that assign ratings Company and each other respective party thereto, and copies thereof shall have been furnished to the Offered Notes specified in the Ratings Free Writing ProspectusUnderwriters and their counsel. The Depositor will furnish the Representatives with conformed copies of All such further opinions, certificates, letters and documents shall be deemed to be in compliance with the provisions hereof only if they are in all respects satisfactory to the Underwriters and their counsel. If any condition specified in this Section 4 shall not have been fulfilled when and as required to be fulfilled, other than by reason of any default by any Underwriter, such failure to fulfill a condition may be waived by the Representatives reasonably requestUnderwriters, or this Agreement may be terminated by the Underwriters by notice to the Company at any time at or prior to the Closing Time, and such termination shall be without liability of any party to any other party, except as provided in Sections 5, 6 and 8 hereof, which provisions shall remain in effect notwithstanding such termination.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are to purchase and pay for the Certificates subject to this Agreement will be subject to the accuracy of the representations and warranties on the part of the Depositor as of the date hereof, and the applicable Delivery Date, to the performance by the Depositor in all material respects of its obligations hereunder and to the following conditionsadditional conditions precedent: (a) The Representatives Each of the obligations of the Depositor required to be performed by it on or prior to the Delivery Date pursuant to the terms of the relevant Operative Agreements shall have been duly performed and complied with and all of the representations and warranties of the Depositor under any of the Operative Agreements shall be true and correct as of the Delivery Date or as of another date specified therein and no event shall have occurred which, with notice or the passage of time, would constitute a default under any of such Operative Agreements, and the Underwriters shall have received a letter, dated as certificates to the effect of the date foregoing, each signed by an authorized officer of the Final Preliminary Prospectus, with respect to Depositor. (b) The Underwriters shall have received letters dated the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and Delivery Date in form and substance reasonably acceptable to the RepresentativesUnderwriters and their counsel, prepared by independent certified public accountants, (i) regarding the numerical and statistical information contained in the Prospectus other than the numerical and statistical information referred to in Section 6(c) hereof, and (ii) relating to certain agreed upon procedures as specified by the Underwriters. (bc) No The Underwriters shall have received letters dated the Delivery Date, in form and substance reasonably acceptable to the Underwriters and their counsel, prepared by independent certified public accountants, regarding the numerical and statistical information contained in the Time of Sale Offering Document. In addition, the Underwriters shall have received confirmation from independent certified public accountants, that no material pool characteristic (as agreed upon by the Depositor and the Underwriters) of the actual asset pool as of the Delivery Dates differs by 5% or more (other than as a result of the pool assets converting into cash in accordance with their terms) from the description of the asset pool in the Prospectus Supplement relating to the Certificates filed with the Commission. (d) The Underwriters shall have received letters (i) dated the Delivery Date with respect to the Prospectus Supplement and (ii) dated the date of any Issuer Free Writing Prospectus with respect to any Issuer Free Writing Prospectus, in form and substance acceptable to the Underwriters and their counsel, prepared by independent certified public accountants of the Servicers, regarding the numerical and statistical information contained in the Prospectus and any Issuer Free Writing Prospectus regarding the Servicers’ respective servicing portfolios. (e) Each Underwriter shall have received the requested number of copies of the Prospectus for the Certificates. (f) All actions required to be taken and all filings required to be made by the Depositor under the Act prior to the sale of the Certificates shall have been duly taken or made; and prior to the Delivery Date, the Underwriters shall have received confirmation of the effectiveness of the Registration Statement and no stop order suspending the effectiveness of the Registration Statement shall be in effect, have been issued and no proceedings for such that purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in instituted, or to the ordinary course of business) in the condition knowledge of the Depositor and its subsidiariesor any Underwriter, taken as a whole, from that set forth in (i) shall be contemplated by the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the UnderwritersCommission. (g) The Representatives Certificates subject to this Agreement and offered by means of the Registration Statement shall be rated by the applicable rating agencies at the time of issuance as set forth in the Pricing Supplement. (h) The Underwriters shall have received one or more opinions of counsel for the Depositor, dated the Delivery Date, substantially to the effect that: (i) The Depositor has been duly organized and is validly existing as a limited liability company and is in good standing under the laws of the jurisdiction of its formation or organization. The Depositor has the corporate power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted. The Depositor has the corporate power and authority to own and acquire the Mortgage Loans; (ii) Each of the Operative Agreements to which it is a party has been duly authorized and executed by a duly authorized officer, manager or other authorized representative and each constitutes the valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms; (iii) The transfer and sale by the Depositor of the Mortgage Loans to the Issuing Entity pursuant to the Transfer and Servicing Agreement, the compliance by the Depositor with the provisions of the Operative Agreements to which it is a party and the consummation of the transactions contemplated by such Operative Agreements and the fulfillment of the terms thereof will not violate or breach any of the terms and provisions of the articles of incorporation or bylaws of the Depositor; (iv) The Registration Statement has been declared effective under the Act; the Base Prospectus and the Prospectus Supplement have each been filed pursuant to Rule 424(b) of the Rules and Regulations in the manner and within the time period required by Rule 424(b); and, to the best of our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings therefor have been instituted by the Commission; (v) Any Free Writing Prospectus required to be filed by the Depositor with the Commission (other than those Free Writing Prospectuses containing Issuer Information prepared by the Underwriters that the Underwriters fail to deliver) has been filed with the Commission pursuant to Rule 433 of the Rules and Regulations in the manner and within the time period required by Rule 433; (vi) The Registration Statement, the Prospectus and any Issuer Free Writing Prospectus in the Approved Offering Materials (in each case other than (A) the financial statements, schedules, tables and other financial and statistical data included or incorporated by reference therein or omitted therefrom and (B) any documents incorporated by reference, as to which such counsel need not express an opinion), as of their respective effective or issue dates, as the case may be, each appeared on its face to be appropriately responsive in all material respects to the applicable requirements of the Act and the Rules and Regulations; (vii) The information in the Prospectus and the Time of Sale Offering Document under the captions “Description of the Certificates,” and “The Mortgage Loan Purchase Agreement and the Pooling and Servicing Agreement,” in each case, to the extent that it constitutes a summary of certain provisions of the Certificates and of the Mortgage Loan Purchase Agreement and the Pooling and Servicing Agreement, has been reviewed by such counsel and is correct in all material respects; the statements contained under the caption “ERISA Considerations,” insofar as such statements describe certain provisions of federal statutes and regulations, have been reviewed by such counsel, and such statements describe such provisions and regulations; and the statements contained under the caption “Federal Income Tax Considerations,” insofar as such statements constitute conclusions of law or legal conclusions with respect thereto, while not purporting to discuss all possible consequences of an investment in the securities to which they relate, fairly summarizes the United States federal income tax consideration that are likely to be material to investors in the Certificates; (viii) The security interests of each of the Depositor and the Issuing Entity the Collateral transferred pursuant to the Pooling and Servicing Agreement, in each case, if a security interest in any such item of Collateral can be perfected by filing, will be perfected upon the filing of the Financing Statements in the appropriate filing office in the State of Delaware, which is the proper location to file against the Seller and the Depositor; (ix) [Reserved]. (i) The Underwriters shall have received one or more opinions of counsel for each Seller, dated the Delivery Date, substantially to the effect that: (i) The Seller has been duly incorporated and is validly existing as a corporation and is in good standing under the laws of the Commonwealth of Virginia. The Seller has the organizational power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted. The Seller has the corporate power and authority to acquire and own the Mortgage Loans. (ii) The Seller has the corporate power and authority to (A) execute and deliver the Operative Agreements to which it is a party, (B) perform its obligations under and consummate the transactions provided for in such Operative Agreements, and (C) transfer its rights, title and interests in, to and under the related Mortgage Loans to the Depositor on the terms and conditions provided in the Mortgage Loan Purchase Agreement. (iii) Each of the Operative Agreements has been duly authorized and executed by a duly authorized officer of the Seller. (iv) The transfer and sale by the Seller of the related Mortgage Loans to the Depositor pursuant to the related Mortgage Loan Purchase Agreement, the compliance by the Seller with the provisions of the related Operative Agreements and the consummation of the transactions contemplated by the related Operative Agreements and the fulfillment of the terms thereof will not violate or breach any of the terms and provisions of the articles of incorporation or bylaws of the Seller. (v) No authorization, approval, or other action by, and no notice to or filing with any court, governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller of the related Operative Agreements. (vi) Each of the related Operative Agreements constitutes the valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms. (vii) To our knowledge, there is no legal or governmental action, investigation or proceeding pending or threatened against the Seller (a) asserting the invalidity of any of the Operative Agreements to which it is a party, (b) seeking to prevent the consummation of any of the transactions provided for in such Operative Agreements, or (c) that would materially and adversely affect the ability of the Seller to perform its obligations under, or the validity or enforceability with respect to the Seller of, any of such Operative Agreements. (j) The Underwriters shall have received one or more opinions of counsel to the Depositor substantially to the effect that the transfer of all of the right, title and interest in and to the Mortgage Loans from the related Seller to the Depositor and from the Depositor to the Issuing Entity in each case, constitutes a “true sale” for bankruptcy purposes and with respect to the “non-consolidation” in a bankruptcy proceeding of the related Seller and the Depositor. (k) The Underwriters shall have received a statement of counsel to the Depositor substantially to the effect that nothing has come to such counsel’s attention that would lead them to believe that the Registration Statement (at the time it became effective), the Prospectus or the Prospectus Supplement (in both cases, as of the date of the Prospectus Supplement and as of the Delivery Date), the Time of Sale Offering Document (as of the Time of Sale) or any Issuer Free Writing Prospectus (as of the date of the Issuer Free Writing Prospectus) (other than the financial and statistical information or information contained therein, as to which such counsel need not express an opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (l) The Underwriters shall have received an opinion of counsel to the Issuing Entity, Trustee, Trust Administrator and Custodian, dated the Delivery Date, and in the form agreed to on or prior to the Delivery Date. (m) The Underwriters shall have received opinions of counsel to the Master Servicer and the Servicer, dated the Delivery Date, and in the form agreed to on or prior to the Delivery Date. (n) The Underwriters shall have received opinions of counsel to any provider of any derivative instrument documented under the ISDA master agreement, and an opinion of counsel to any credit support provider or guarantor relating to such derivative instrument, dated the Delivery Date, and in the form agreed to on or prior to the Delivery Date. (o) The Underwriters shall have received opinions of counsel to any credit enhancement provider relating to the Certificates, dated the Delivery Date, and in the form agreed to on or prior to the Delivery Date. (p) The Underwriters shall have received a certificate or certificates signed by an executive officer or such of the principal executive, financial and accounting officers of the DepositorSeller, the Servicer and the Depositor as the Underwriters may request, dated the Closing applicable Delivery Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that with respect to each such party, as applicable, (i) the representations and warranties of the Depositor such party in this Agreement, the Trust Sale and Servicing Agreement, the Trust Underwriting Agreement and the Pooling and Servicing in any applicable Operative Agreement are true and correct and that the Depositor correct; (ii) such party has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Delivery Date; (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; (iv) the information contained in the Prospectus relating to the Seller, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank Servicer and the Depositor, dated the Closing Dateas applicable, and with respect relating to certain matters regarding Ally Bank the Mortgage Loans, is true and accurate in all material respects and nothing has come to his or her attention that that would lead such officer to believe that the Prospectus contains any untrue statement of material fact or omits to state a material fact necessary to make the statements therein not misleading; (v) subsequent to the respective dates as of which information is given in the Prospectus, and except as otherwise set forth in clause (iii) belowor contemplated by the Prospectus, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇there has not been any material adverse change in the general affairs, General Counsel to Ally Bankcapitalization, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, and (iii) concluding that none of the following matters conflicts with, financial condition or results in any breach of any terms and provisions of, or constitutes operations of such party that would affect the performance by such party of its obligations under the respective Operative Agreements; (with or without notice or lapse of timevi) a default under, or results except as otherwise stated in the creation of Prospectus, there are no material actions, suits or proceedings pleading before any liencourt or governmental agency, charge authority or encumbrance upon any of the property body or, to their knowledge, threatened, affecting such party or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by this Underwriting Agreement; (vii) attached thereto are true and correct copies of a letter from the Trust Sale and Servicing Agreement, rating agency or agencies rating the Pooling and Servicing Agreement, Certificates confirming that the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment Certificates have been rated in one of the terms four highest rating categories established by such agency or agencies as set forth in the Pricing Supplement and such rating has not been lowered since the date of such letter; and (viii) any of applicable derivative instrument documented under the foregoingISDA Master Agreement (including any related credit support documents or guarantees) has been delivered. (jq) On the Closing DateIf applicable, the Class B Notes, the Class C, the Class D Notes and the Class E Notes Underwriters shall have been issued by received letters dated the Trustapplicable Delivery Date from counsel rendering opinions to any nationally recognized statistical rating organization rating the Certificates, to the effect that the Underwriters may rely upon their opinion to such rating organization, as if such opinion were rendered to the Underwriters. (kr) The Depositor Underwriters shall have received certificates of the ratings letters that assign ratings Issuing Entity, the Trustee and the Trust Administrator, signed by one or more duly authorized officers of such parties, dated the applicable Delivery Date, as to the Offered Notes specified in due acceptance of the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.related Op

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are to purchase and pay for the Initial Shares and any applicable Option Shares on the Initial Closing Date or any Additional Closing Date, as the case may be, pursuant to this Agreement shall be subject to the accuracy of and compliance with the representations and warranties of the Company contained herein as of the date hereof and as of each applicable Closing Date, to the accuracy of the statements of the Company’s officers made in any certificates furnished pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions: (a) At the applicable Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act and no proceedings therefor shall have been instituted or threatened by the Commission. (b) At the applicable Closing Date, the Underwriters shall have received: (1) Opinions and a negative assurance letter, each dated as of the applicable Closing Date, of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel for the Company, each in form and substance reasonably satisfactory to the Representatives. (2) An opinion, dated as of the applicable Closing Date, of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, as regulatory counsel for the Company, in form and substance reasonably satisfactory to the Representatives. (3) An opinion and a negative assurance letter, each dated as of the applicable Closing Date, from Milbank LLP, counsel for the Underwriters, each in form and substance reasonably satisfactory to the Representatives. (c) At each applicable Closing Date, there shall not have been, since the respective dates as of which information is given in the General Disclosure Package and the Final Prospectus, any material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and you shall have received a certificate of the President, an Executive Vice President, a Senior Vice President or a Vice President of the Company, dated as of such applicable Closing Date, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company contained in Section 1(a) hereof are true and correct with the same force and effect as though made at such applicable Closing Date and (iii) the Company has complied in all material respects with all of the agreements applicable to it contemplated herein and satisfied in all material respects all of the conditions on its part to be performed or satisfied hereunder on or before the applicable Closing Date. (d) Subsequent to the execution and delivery of this Agreement and prior to the Initial Closing Date or any Additional Closing Date, neither Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC business nor ▇▇▇▇▇’▇ Investor Service, Inc. shall have downgraded the rating accorded the Company or American of any of the securities of the Company, American or any of their respective subsidiaries (except for any pass through certificates) or announced that any probable downgrading of such rating is about to occur in the near future. (e) Promptly after the execution of this Agreement and also at each applicable Closing Date, the Underwriters shall have received from KPMG LLP a letter or letters, dated as of the respective dates of delivery thereof, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to certain financial statements and certain financial information contained or incorporated by reference in the General Disclosure Package and the Final Prospectus. (f) The Representatives “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain officers and directors of the Company listed in Exhibit C hereto, relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date and each Closing Date, as the case may be. (g) The Exchange has completed its review of a Listing of Additional Shares application concerning the Underlying Securities and has not provided comments. (h) The Underwriters shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, hereof and a letter, dated as of the each Closing Date, with respect to from the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness Chief Financial Officer of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing DateCompany, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class B Notes, the Class C, the Class D Notes and the Class E Notes shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of All such further opinions, certificates, letters and documents shall be deemed to be in compliance with the provisions hereof only if they are in all respects satisfactory to the Underwriters and their counsel. If any condition specified in this Section 4 shall not have been fulfilled when and as required to be fulfilled, other than by reason of any default by any Underwriter, such failure to fulfill a condition may be waived by the Representatives reasonably requestUnderwriters, or this Agreement may be terminated by the Underwriters by notice to the Company at any time at or prior to the applicable Closing Date, and such termination shall be without liability of any party to any other party, except as provided in Sections 5, 6 and 8 hereof, which provisions shall remain in effect notwithstanding such termination.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are to purchase and pay for the Class B Certificates pursuant to this Agreement shall be subject to the accuracy of and compliance with the representations and warranties of the Company contained herein as of the date hereof and as of the Closing Time, to the accuracy of the statements of the Company’s officers made in any certificates furnished pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of At the Closing DateTime, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No no stop order suspending the effectiveness of the Registration Statement shall be in effect, have been issued under the Securities Act and no proceedings for such purpose therefor shall be pending before have been instituted or threatened by the Commission and there shall have been no material adverse change Commission. (not in b) At the ordinary course of business) in Closing Time, the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives Underwriters shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened.: (c1) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form Opinions and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representativesa negative assurance letter, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇ & ▇▇▇ & ▇▇▇▇▇ LLP, special as counsel for the Company, each in form and substance reasonably satisfactory to the DepositorRepresentatives. (f2) The Representatives shall have received a negative assurance letter with respect to the Disclosure PackageAn opinion, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and dated as of the Closing Date, of from ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for (i) WTC, individually, and as Subordination Agent, Trustee and Loan Trustee and (ii) WTNA, as Escrow Agent, in form and substance reasonably satisfactory to the UnderwritersRepresentatives. (g3) The Representatives shall have received a certificate signed by an executive officer or officers of the DepositorAn opinion, dated as of the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of from Pillsbury ▇▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇▇ LLP, special New York counsel for the Liquidity Provider, in form and substance reasonably satisfactory to the Representatives. (4) An opinion, dated as of the Closing Date, from the chief legal officer of the Liquidity Provider or other counsel to the Liquidity Provider satisfactory to the Representatives and counsel to the Representatives, in form and substance reasonably satisfactory to the Representatives. (5) An opinion, dated as of the Closing Date, from Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, General Counsel special New York counsel for the Depositary, in form and substance reasonably satisfactory to Ally Bankthe Representatives. (6) An opinion, dated as of the Closing Date, from ▇▇▇▇▇▇, ▇▇▇ & Miyazaki, special Japanese counsel for the Depositary, in form and substance reasonably satisfactory to the Representatives. (7) An opinion and a negative assurance letter, each dated as of the Closing Date, from Milbank LLP, counsel for the Underwriters, each in form and substance reasonably satisfactory to the Representatives. (c) At the Closing Date, there shall not have been, since the respective dates as of which information is given in the General Disclosure Package and the Final Prospectus, any material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and you shall have received a certificate of the President, an Executive Vice President, a Senior Vice President or a Vice President of the Company, dated as of such Closing Time, to the effect that (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contributionthere has been no such material adverse change, (ii) concluding that a court having jurisdiction over the conservatorship or receivership representations and warranties of the Federal Deposit Insurance Corporation (FDICCompany contained in Section 1(a) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers hereof are true and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor correct with the assets same force and liabilities of Ally Bank, effect as though made at such Closing Time and (iii) concluding that none the Company has complied in all material respects with all of the following matters conflicts withagreements applicable to it contemplated herein and satisfied in all material respects all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. (d) Subsequent to the execution and delivery of this Agreement and prior to the Closing Time, or results in any breach of any terms and provisions ofneither S&P Global Ratings, or constitutes (with or without notice or lapse of time) a default underStandard & Poor’s Financial Services LLC business nor ▇▇▇▇▇’▇ Investors Service, or results in Inc. shall have downgraded the creation of any lien, charge or encumbrance upon rating accorded any of the property Company’s securities (except for any pass through certificates) or assets announced that any probable downgrading of such rating is about to occur in the Depositor or Ally Bank pursuant to near future. (e) Promptly after the terms of, any indenture, agreement, mortgage, deed execution of trust or other instrument to which this Agreement and also at the Depositor or Ally Bank is subject: the issue or delivery of the Offered NotesClosing Time, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement Underwriters shall have received from KPMG LLP a letter or an administration agreementletters, dated as of February 12the respective dates of delivery thereof, 2010in form and substance reasonably satisfactory to the Representatives, among Ally Bankcontaining statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to certain financial statements and certain financial information contained or incorporated by reference in the General Disclosure Package and the Final Prospectus. (f) At the Closing Time, each of the Intercreditor Agreement, the Liquidity Facilities, the Trust Agreements, the Escrow Agreements, the Deposit Agreements and the Indenture Trustee, nor Note Purchase Agreement shall have been executed and delivered by each party thereto; the fulfillment representations and warranties of the terms Company contained in such agreements shall be accurate as of the Closing Time and the Underwriters shall have received a certificate of the President, an Executive Vice President, a Senior Vice President or a Vice President of the Company, dated as of the Closing Date, to such effect. (g) Promptly after the execution of this Agreement and also at the Closing Time, each of the Appraisers shall have furnished to the Underwriters a letter from such Appraiser, addressed to the Company and dated the respective date of delivery thereof, confirming that such Appraiser and each of its directors and officers (i) is not an affiliate of the Company or any of its affiliates, (ii) does not have any substantial interest, direct or indirect, in the Company or any of its affiliates and (iii) is not connected with the Company or any of its affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. (h) The Class B Certificates shall have received ratings equal to or higher than the ratings indicated in the free writing prospectuses identified as Item 2 in Schedule A hereto from the nationally recognized statistical rating organizations named therein. (i) On the Closing Date, the Depositary shall have furnished to the Underwriters a certificate of the Depositary, signed by an officer of the Depositary, dated as of the applicable date, to the effect that the representations and warranties of the Depositary contained in Section 1(b) hereof are true and correct with the same force and effect as though made on such Closing Date. (j) The Company shall have furnished to the Underwriters and their counsel, in form and substance satisfactory to them, such other documents, certificates and opinions as such counsel may reasonably request for the purpose of enabling such counsel to pass upon the matters referred to in subsection (b)(7) of this Section 4 and in order to evidence the accuracy and completeness of any of the foregoingrepresentations, warranties or statements, the performance of any covenant by the Company theretofore to be performed, or the compliance with any of the conditions herein contained. (jk) On the Closing Date, the Class B Notes, the Class C, the Class D Notes and the Class E Notes A Certificates shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign ratings to the Offered Notes specified in the Ratings Free Writing Prospectusduly issued. The Depositor will furnish the Representatives with conformed copies of All such further opinions, certificates, letters and documents shall be deemed to be in compliance with the provisions hereof only if they are in all respects satisfactory to the Underwriters and their counsel. If any condition specified in this Section 4 shall not have been fulfilled when and as required to be fulfilled, other than by reason of any default by any Underwriter, such failure to fulfill a condition may be waived by the Representatives reasonably requestUnderwriters, or this Agreement may be terminated by the Underwriters by notice to the Company at any time at or prior to the Closing Time, and such termination shall be without liability of any party to any other party, except as provided in Sections 5, 6 and 8 hereof, which provisions shall remain in effect notwithstanding such termination.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are to purchase and pay for the Certificates subject to this Agreement will be subject to the accuracy of the representations and warranties on the part of the Depositor as of the date hereof and the Specified Delivery Date, to the accuracy of the statements of the Depositor made pursuant to the provisions hereof, to the performance by the Depositor in all material respects of its obligations hereunder and to the following conditionsadditional conditions precedent: (a) The Representatives you shall have received a letterletter from PricewaterhouseCoopers LLP dated the date hereof and, if requested by you, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Specified Delivery Date, with respect to each in the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives.forms heretofore agreed to; (b) No all actions required to be taken and all filings required to be made by the Depositor under the 1933 Act prior to the Specified Delivery Date shall have been duly taken or made; and prior to the Specified Delivery Date, no stop order suspending the effectiveness of the Registration Statement shall be in effect, have been issued and no proceedings for such that purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in instituted, or to the ordinary course of business) in the condition knowledge of the Depositor and its subsidiariesor any Underwriter, taken as a whole, from that set forth in (i) shall be contemplated by the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened.Commission; (c) The Representatives shall have received on unless otherwise specified in Schedule I, the Closing Date an opinion Certificates subject to this Agreement and offered by means of the General Counsel of Registration Statement shall be rated the Depositorratings specified in Schedule I, dated the Closing Date, in form and substance reasonably acceptable to the Representatives.shall not have been lowered or placed on any credit watch with a negative implication for downgrade; (d) The Representatives you shall have received on the Closing Date an opinion of counsel to the guarantor, Credit Suisse acting through Credit Suisse (iUSA), Inc., dated the Specified Delivery Date, and in the form agreed to on or prior to such date; (e) ▇▇▇▇▇▇▇▇ you shall have received opinions of Cadwalader, Wickersham & ▇▇▇▇▇ Taft LLP, special counsel to the Depositor, Depositor and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇Credit Sui▇▇▇ ▇▇▇▇▇▇tie▇ LLP(▇SA) LLC, dated the Specified Delivery Date, in substantially the form agreed to on or prior to such date; (f) you shall have received an opinion of special counsel for to each Mortgage Loan Seller, dated the Underwriters.Specified Delivery Date, in the form agreed to on or prior to such date; (g) The Representatives you shall have received an opinion of counsel to the Trustee, dated the Specified Delivery Date, in the form agreed to on or prior to such date, together with a reliance letter addressed to the Rating Agencies and the Depositor; (h) you shall have received an opinion of counsel of each Master Servicer, dated the Specified Delivery Date, in the form agreed to on or prior to such date; (i) you shall have received an opinion of counsel of the Special Servicer, dated the Specified Delivery Date, in the form agreed to on or prior to such date; (j) you shall have received letters, dated the Specified Delivery Date, from counsel rendering opinions to the Rating Agencies, to the effect that you may rely upon their opinion to such Rating Agencies, as if such opinion were rendered to you, or such opinions shall be addressed to you; (k) you shall have received a certificate or certificates signed by an executive officer or such of the principal executive, financial and accounting officers of the DepositorDepositor as you may request, dated the Closing Specified Delivery Date, in which such officer or officers, the form agreed to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent.such date; (il) The Representatives you shall have received on a certificate of the Closing Date an opinion Trustee, signed by one or opinions more duly authorized officers of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the DepositorTrustee, dated the Closing Specified Delivery Date, and with respect in the form agreed to certain matters regarding Ally Bank set forth on or prior to such date; (m) you shall have received a certificate of each Master Servicer, signed by one or more duly authorized officers of such Master Servicer, dated the Specified Delivery Date, in clause the form agreed to on or prior to such date; (iiin) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization you shall have received a certificate of the transfer Special Servicer, signed by one or more duly authorized officers of the Receivables by Ally Bank Special Servicer, dated the Specified Delivery Date, in the form agreed to on or prior to such date; (o) the Mortgage Loan Sellers shall have sold the Mortgage Loans to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing.Mortgage Loan Purchase Agreements; and (jp) On the Closing Date, the Class B Notes, the Class C, the Class D Notes and the Class E Notes shall have been issued by the Trust. (k) The Depositor you shall have received the ratings letters that assign ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinionsother documents, certificates, letters and documents opinions as the Representatives you may reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties of Carvana and the Depositor contained in Section 1 and in certificates of any officer of Carvana delivered pursuant to the provisions hereof, to the performance by each of Carvana and the Depositor of their respective covenants and other obligations hereunder and to the following additional conditions: (a) The Representatives shall have received a letterRegistration Statement has become effective and is effective under the Securities Act, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) Material Adverse Effect in the condition of Carvana, the Depositor and its Depositor, or their subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives Representative, for the benefit of the Underwriters, shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (cb) The Representatives Representative, for the benefit of the Underwriters, shall have received on the Closing Date an opinion of the General Counsel of the Depositorfollowing, dated the Closing Date, each in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on Representative and, unless stated otherwise, dated as of the Closing Date an opinion of Date: (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPA letter, special counsel to dated as of the Depositordate of the Final Preliminary Prospectus, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereofFinal Preliminary Prospectus, and a letter with respect to the Final Prospectus, as each of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel which is from a nationally recognized accounting firm reasonably acceptable to the Depositor.Representative; (fii) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a A certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, Carvana in which such officer or officersofficer, to the best of their his knowledge after reasonable investigation, shall state that the representations and warranties of Carvana and the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement each Transaction Document are true and correct and that Carvana and the Depositor has have complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date.; (hiii) On or prior Opinions of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect Carvana and the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent.; (iiv) The Representatives shall have received on the Closing Date an An opinion or opinions of ▇▇▇▇▇ ▇▇▇▇▇, PLLC, Arizona counsel to Carvana; (v) An opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, PLLC, counsel to the Servicer; (vi) An opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special Arizona counsel to Ally Bank the Servicer; (vii) An opinion of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, LLP, counsel to the Depositor, dated Indenture Trustee and Collateral Custodian; (viii) An opinion of in-house counsel to the Closing Date, Indenture Trustee and with respect to certain matters regarding Ally Bank set forth in clause Collateral Custodian; (iiiix) below, an An opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.A., counsel to the Issuing Entity, the Grantor Trust, the Owner Trustee and the Grantor Trust Trustee; (x) An opinion of in-house counsel to the Asset Representation Reviewer; (xi) An opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇ & ▇▇▇▇▇▇▇▇▇ ▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory counsel to the Representatives, Backup Servicer; (ixii) Negative assurance letters with respect to the characterization Disclosure Package as of the transfer date hereof and with respect to the Final Prospectus of ▇▇▇▇▇ ▇▇▇▇▇ LLP; (xiii) Negative assurance letters with respect to the Disclosure Package as of the Receivables by Ally Bank date hereof and with respect to the Depositor as a sale or contributionFinal Prospectus of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel for the Underwriters; and (iixiv) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would notSuch information, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bankcertificates, and (iii) concluding that none of documents as the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoingRepresentative may reasonably request. (jc) On the Closing Date, the Class B NotesIndenture shall have been duly qualified under the Trust Indenture Act. (d) On the Closing Date, the Class C, the Class D Notes and the Class E Notes Securities shall have been issued by the TrustIssuing Entity. (ke) The Depositor shall have received the ratings letters that at least assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are to purchase and pay for the Class B Certificates pursuant to this Agreement shall be subject to the accuracy of and compliance with the representations and warranties of the Company contained herein as of the date hereof and as of the Closing Time, to the accuracy of the statements of the Company’s officers made in any certificates furnished pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of At the Closing DateTime, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No no stop order suspending the effectiveness of the Registration Statement shall be in effect, have been issued under the Securities Act and no proceedings for such purpose therefor shall be pending before have been instituted or threatened by the Commission and there shall have been no material adverse change Commission. (not in b) At the ordinary course of business) in Closing Time, the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives Underwriters shall have received: (1) An opinion and a negative assurance letter, on each dated as of the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) Debevoise & ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special as counsel for the Company, each in form reasonably satisfactory to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing DateRepresentative. (e2) The Representatives shall have received a negative assurance letter with respect to the Disclosure PackageAn opinion, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and dated as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP▇▇, special counsel General Counsel to the DepositorCompany, in form and substance reasonably satisfactory to the Representative. (f3) The Representatives shall have received a negative assurance letter with respect to the Disclosure PackageAn opinion, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and dated as of the Closing Date, of from ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for Wilmington, individually, and as Subordination Agent, Class B Trustee and Loan Trustee, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (g4) The Representatives An opinion, dated as of the Closing Date, from Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special New York counsel for the Liquidity Provider, in form and substance reasonably satisfactory to the Representative. (5) An opinion, dated as of the Closing Date, from ▇▇ ▇▇▇▇▇▇▇ Brocas ▇▇▇▇▇▇ ▇.▇.▇.▇.▇., French Counsel to the Liquidity Provider, in form and substance reasonably satisfactory to the Representative. (6) An opinion and negative assurance letter, dated as of the Closing Date, from Milbank LLP, counsel for the Underwriters, each in form and substance reasonably satisfactory to the Representative. (c) At the Closing Date, there shall not have been, since the respective dates as of which information is given in the General Disclosure Package and the Final Prospectus, any material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and you shall have received a certificate signed by an executive officer or officers of the DepositorChief Executive Officer, Chief Financial Officer or any Vice President of the Company, dated the as of such Closing Date, in which such officer or officersTime, to the best of their knowledge after reasonable investigationeffect that (i) there has been no such material adverse change, shall state that (ii) the representations and warranties of the Depositor Company contained in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement Section 1(a) hereof are true and correct with the same force and that effect as though made at such Closing Time and (iii) the Depositor Company has complied in all material respects with all of the agreements applicable to it contemplated herein and satisfied in all material respects all of the conditions on its part to be performed or satisfied hereunder or thereunder at on or before the Closing Date. (d) Subsequent to the execution and delivery of this Agreement and prior to the Closing Time, neither nationally recognized statistical rating organization that has been requested by the Company to rate the Class B Certificates shall have downgraded the rating accorded any of the Company’s securities or announced that any probable downgrading of such rating is about to occur in the near future. (e) Promptly after the execution of this Agreement and also at the Closing Time, the Underwriters shall have received from Ernst & Young LLP a letter or letters, dated as of the respective dates of delivery thereof, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to certain financial statements and certain financial information contained or incorporated by reference in the General Disclosure Package and the Final Prospectus. (f) At the Closing Time, each of the Intercreditor Agreement, the Liquidity Facility and the Class B Trust Agreement shall have been executed and delivered by each party thereto; the representations and warranties of the Company contained in such agreements shall be accurate as of the Closing Time and the Underwriters shall have received a certificate of the Chief Executive Officer, Chief Financial Officer or any Vice President of the Company, dated as of the Closing Date, to such effect. (g) Promptly after the execution of this Agreement and also at the Closing Time, each of the Appraisers shall have furnished to the Underwriters a letter from such Appraiser, addressed to the Company and dated the respective date of delivery thereof, confirming that such Appraiser and each of its directors and officers (i) is not an affiliate of the Company or any of its affiliates, (ii) does not have any substantial interest, direct or indirect, in the Company or any of its affiliates and (iii) is not connected with the Company or any of its affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. (h) The Class B Certificates shall have received ratings equal to or higher than the ratings indicated in the free writing prospectus identified as Item 1 in Schedule A hereto from the nationally recognized statistical rating organizations named therein. (i) The Company shall have furnished to the Underwriters and their counsel, in form and substance satisfactory to them, such other documents, certificates and opinions as such counsel may reasonably request for the purpose of enabling such counsel to pass upon the matters referred to in subsection (b)(6) of this Section 4 and in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any covenant by the Company theretofore to be performed, or the compliance with any of the conditions herein contained. (j) At or prior to the Closing Time, each Indenture Amendment and each Participation Agreement Amendment shall have been duly executed and delivered by the Company and each other respective party thereto, and copies thereof shall have been furnished to the Underwriters and their counsel. (k) On or prior to the Closing Date, the Depositor Company shall not offer, sell, contract have obtained a “Ratings Confirmation” (as required by Section 8.01(d) of the Intercreditor Agreement (as in effect immediately prior to sell or otherwise dispose the occurrence of any additional similar asset-backed securities (which shall not affect the Depositor’s right Closing Date)) in respect of the Class AA Certificates and the Class A Certificates relating to offer, sell, contract to sell or otherwise dispose the issuance of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class B Notes, the Class C, the Class D Notes and the Class E Notes shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of All such further opinions, certificates, letters and documents shall be deemed to be in compliance with the provisions hereof only if they are in all respects satisfactory to the Underwriters and their counsel. If any condition specified in this Section 4 shall not have been fulfilled when and as required to be fulfilled, other than by reason of any default by any Underwriter, such failure to fulfill a condition may be waived by the Representatives reasonably requestUnderwriters, or this Agreement may be terminated by the Underwriters by notice to the Company at any time at or prior to the Closing Time, and such termination shall be without liability of any party to any other party, except as provided in Sections 5, 6 and 8 hereof, which provisions shall remain in effect notwithstanding such termination.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are to purchase and pay for the Certificates pursuant to this Agreement shall be subject to the accuracy of and compliance with the representations and warranties of the Company contained herein as of the date hereof and as of the Closing Time, to the accuracy of the statements of the Company’s officers made in any certificates furnished pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of At the Closing DateTime, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No no stop order suspending the effectiveness of the Registration Statement shall be in effect, have been issued under the Securities Act and no proceedings for such purpose therefor shall be pending before have been instituted or threatened by the Commission and there shall have been no material adverse change Commission. (not in b) At the ordinary course of business) in Closing Time, the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives Underwriters shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened.: (c1) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form Opinions and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representativesa negative assurance letter, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇ & ▇▇▇ & ▇▇▇▇▇ LLP, special as counsel for the Company, each in form and substance reasonably satisfactory to the DepositorRepresentatives. (f2) The Representatives shall have received a negative assurance letter with respect to the Disclosure PackageAn opinion, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and dated as of the Closing Date, of from ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for (i) WTC, individually, and as Subordination Agent, Trustee and Loan Trustee and (ii) WTNA, as Escrow Agent, in form and substance reasonably satisfactory to the UnderwritersRepresentatives and substantially in the form of Exhibit A hereto. (g3) The Representatives shall have received a certificate signed by an executive officer or officers of the DepositorAn opinion, dated as of the Closing Date, from Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special New York counsel for the Liquidity Provider, in which such officer or officers, form and substance reasonably satisfactory to the best Representatives and substantially in the form of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing DateExhibit B hereto. (h4) On or prior to An opinion, dated as of the Closing Date, from King & Wood Mallesons, special Australian counsel for the Depositor shall not offerLiquidity Provider, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect in form and substance reasonably satisfactory to the assets Representatives and substantially in the form of the Trust without the Representatives’ prior written consentExhibit C hereto. (i5) The Representatives shall have received on An opinion, dated as of the Closing Date an opinion or opinions of Date, from Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special New York counsel for the Depositary, in form and substance reasonably satisfactory to the Representatives and substantially in the form of Exhibit D hereto. (6) An opinion, dated as the Closing Date, from in-house counsel for the Depositary, in form and substance reasonably satisfactory to the Representatives and substantially in the form of Exhibit E hereto. (7) An opinion and a negative assurance letter, each dated as of the Closing Date, from Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel to Ally Bank and for the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally BankUnderwriters, each in form and substance reasonably satisfactory to the Representatives. (c) At the Closing Date, there shall not have been, since the respective dates as of which information is given in the General Disclosure Package and the Final Prospectus, any material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and you shall have received a certificate of the President, an Executive Vice President, a Senior Vice President or a Vice President of the Company, dated as of such Closing Time, to the effect that (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contributionthere has been no such material adverse change, (ii) concluding that a court having jurisdiction over the conservatorship or receivership representations and warranties of the Federal Deposit Insurance Corporation (FDICCompany contained in Section 1(a) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers hereof are true and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor correct with the assets same force and liabilities of Ally Bank, effect as though made at such Closing Time and (iii) concluding that none the Company has complied in all material respects with all of the following matters conflicts withagreements and satisfied in all material respects all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. (d) Subsequent to the execution and delivery of this Agreement and prior to the Closing Time, or results in any breach neither ▇▇▇▇▇’▇ Investors Service, a division of any terms and provisions of▇▇▇▇▇’▇ Corp. nor Fitch Ratings, or constitutes (with or without notice or lapse of time) a default under, or results in Inc. shall have downgraded the creation of any lien, charge or encumbrance upon rating accorded any of the property Company’s securities (except for any pass through certificates) or assets announced that any probable downgrading of such rating is about to occur in the Depositor or Ally Bank pursuant to near future. (e) Promptly after the terms of, any indenture, agreement, mortgage, deed execution of trust or other instrument to which this Agreement and also at the Depositor or Ally Bank is subject: the issue or delivery of the Offered NotesClosing Time, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement Underwriters shall have received from KPMG LLP a letter or an administration agreementletters, dated as of February 12the respective dates of delivery thereof, 2010in form and substance reasonably satisfactory to the Representatives, among Ally Bankcontaining statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to certain financial statements and certain financial information contained or incorporated by reference in the General Disclosure Package and the Final Prospectus. (f) At the Closing Time, each of the Intercreditor Agreement, the Liquidity Facilities, the Trust Agreements, the Escrow Agreements, the Deposit Agreements and the Indenture Trustee, nor Note Purchase Agreement shall have been executed and delivered by each party thereto; the fulfillment representations and warranties of the terms of any Company contained in such agreements shall be accurate as of the foregoingClosing Time and the Underwriters shall have received a certificate of the President, an Executive Vice President, a Senior Vice President or a Vice President of the Company, dated as of the Closing Date, to such effect. (jg) Promptly after the execution of this Agreement and also at the Closing Time, each of the Appraisers shall have furnished to the Underwriters a letter from such Appraiser, addressed to the Company and dated the respective date of delivery thereof, confirming that such Appraiser and each of its directors and officers (i) is not an affiliate of the Company or any of its affiliates, (ii) does not have any substantial interest, direct or indirect, in the Company or any of its affiliates and (iii) is not connected with the Company or any of its affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. (h) Each class of Certificates shall have received ratings equal to or higher than the ratings indicated in the free writing prospectuses identified as Items 2 and 4 in Schedule A hereto from the nationally recognized statistical rating organizations named therein. (i) On the Closing Date, the Class B Notes, the Class C, the Class D Notes and the Class E Notes Depositary shall have been issued furnished to the Underwriters a certificate of the Depositary, signed by an officer of the TrustDepositary, dated as of the applicable date, to the effect that the representations and warranties of the Depositary contained in Section 1(b) hereof are true and correct with the same force and effect as though made on such Closing Date. (kj) The Depositor Company shall have received the ratings letters that assign ratings furnished to the Offered Notes specified Underwriters and their counsel, in form and substance satisfactory to them, such other documents, certificates and opinions as such counsel may reasonably request for the Ratings Free Writing Prospectuspurpose of enabling such counsel to pass upon the matters referred to in subsection (b)(7) of this Section 4 and in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any covenant by the Company theretofore to be performed, or the compliance with any of the conditions herein contained. The Depositor will furnish the Representatives with conformed copies of All such further opinions, certificates, letters and documents shall be deemed to be in compliance with the provisions hereof only if they are in all respects satisfactory to the Underwriters and their counsel. If any condition specified in this Section 4 shall not have been fulfilled when and as required to be fulfilled, other than by reason of any default by any Underwriter, such failure to fulfill a condition may be waived by the Representatives reasonably requestUnderwriters, or this Agreement may be terminated by the Underwriters by notice to the Company at any time at or prior to the Closing Time, and such termination shall be without liability of any party to any other party, except as provided in Sections 5, 6 and 8 hereof, which provisions shall remain in effect notwithstanding such termination.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of to the DepositorDepositor and Deputy General Counsel to Ally Bank, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇opinions of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, and in form and substance reasonably acceptable to the Representatives, with respect to certain corporate, UCC, FDIC and other matters, (ii) VanCott, an opinion of ▇▇▇▇▇▇, Cornwall ▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, and (iii) an opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, General Counsel of the Asset Representations Reviewer, regarding certain corporate matters relating to the Asset Representations Reviewer, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Agreement, the Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates, other than to the extent retained to comply with the Credit Risk Retention Rules) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class B Notes, the Class CC Notes, the Class D Notes and the Class E Notes Certificates shall have been issued by the Trust. (kj) The Depositor shall have received the ratings letters that assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are to purchase and pay for the Certificates pursuant to this Agreement shall be subject to the accuracy of and compliance with the representations and warranties of the Company contained herein as of the date hereof and as of the Closing Time, to the accuracy of the statements of the Company’s officers made in any certificates furnished pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of At the Closing DateTime, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No no stop order suspending the effectiveness of the Registration Statement shall be in effect, have been issued under the Securities Act and no proceedings for such purpose therefor shall be pending before have been instituted or threatened by the Commission and there shall have been no material adverse change Commission. (not in b) At the ordinary course of business) in the condition of the Depositor and its subsidiariesClosing Time, taken as a whole, from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives you shall have received, on the Closing Date, a certificate: (1) An opinion and negative assurance letter, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇ & ▇▇▇ & ▇▇▇▇▇ LLP, special as counsel for the Company, in form reasonably satisfactory to you and your counsel substantially in the Depositorform of Exhibit A hereto. (f2) The Representatives shall have received a negative assurance letter with respect to the Disclosure PackageAn opinion, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and dated as of the Closing Date, of from ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for WTC, individually, and as Subordination Agent, Trustee and Loan Trustee, in form and substance reasonably satisfactory to you and your counsel and substantially to the Underwriterseffect set forth in Exhibit B hereto. (g3) The Representatives shall have received a certificate signed by an executive officer or officers of the DepositorAn opinion, dated as of the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. from (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to Ally Bank and for the Depositor, dated the Closing DateLiquidity Provider, and with respect to certain matters regarding Ally Bank set forth in clause (iiiii) below, an opinion of ▇▇ ▇▇▇▇▇▇▇ Brocas ▇. ▇▇▇▇▇ ▇.▇.▇.▇.▇., special French counsel for the Liquidity Provider, each in form and substance satisfactory to you and your counsel, substantially to the effect set forth in Exhibits C-1 and C-2 hereto, respectively. (4) An opinion, dated as of the Closing Date, from ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for WTNA, as Escrow Agent, in form and substance satisfactory to you and your counsel, substantially to the effect set forth in Exhibit B hereto. (5) An opinion, dated as of the Closing Date, from (i) Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel for the Depositary, and (ii) ▇▇ ▇▇▇▇▇▇▇ Brocas ▇▇▇▇▇▇ ▇.▇.▇.▇.▇., General Counsel to Ally Bankspecial French counsel for the Depositary, each in form and substance reasonably satisfactory to you and your counsel and substantially to the Representativeseffect set forth in Exhibit C-1 and C-2 hereto, respectively. (i6) An opinion and negative assurance letter, dated as of the Closing Date, from Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Underwriters, including to the effect that the opinions delivered pursuant to subsections (b)(1) through (b)(5) of this Section 4 appear on their face to be appropriately responsive to the requirements of this Agreement except, specifying the same, to the extent waived by you and with respect to the characterization issuance and sale of the transfer Certificates, the Registration Statement, the General Disclosure Package, the Final Prospectus and other related matters as you may reasonably require. (c) At the Closing Date, there shall not have been, since the respective dates as of which information is given in the General Disclosure Package and the Final Prospectus, any material adverse change in the condition, financial or otherwise, of the Receivables by Ally Bank Company and its subsidiaries considered as one enterprise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and you shall have received a certificate of the President, an Executive Vice President, a Senior Vice President or a Vice President of the Company, dated as of such Closing Time, to the Depositor effect that there has been no such material adverse change and to the effect that the representations and warranties of the Company contained in Section 1(a) hereof are true and correct with the same force and effect as though made at such Closing Time. (d) Subsequent to the execution and delivery of this Agreement and prior to the Closing Time, neither Fitch Ratings, Inc. (“Fitch”) nor Standard & Poor’s Rating Services, a sale Standard & Poor’s Financial Services LLC business (“S&P”) shall have downgraded the rating accorded any of the Company’s securities (except for any pass through certificates) or contributionannounced that any probable downgrading of such rating is about to occur in the near future. (e) Promptly after the execution of this Agreement and also at the Closing Time, the Underwriters shall have received from Ernst & Young LLP a letter or letters, dated as of the respective dates of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to certain financial statements and certain financial information contained or incorporated by reference in the General Disclosure Package and the Final Prospectus. (f) Promptly after the execution of this Agreement and also at the Closing Time, the Underwriters shall have received from KPMG LLP a letter or letters, dated as of the respective dates of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to certain financial statements and certain financial information contained or incorporated by reference in the General Disclosure Package and the Final Prospectus. (g) At the Closing Time, each of the Intercreditor Agreement, the Liquidity Facilities, the Trust Agreements, the Escrow Agreements, the Deposit Agreements and the Note Purchase Agreement shall have been executed and delivered by each party thereto; the representations and warranties of the Company contained in such agreements shall be accurate as of the Closing Time and you shall have received a certificate of the President, an Executive Vice President, a Senior Vice President or a Vice President of the Company, dated as of the Closing Date, to such effect. (h) Promptly after the execution of this Agreement and also at the Closing Time, each of the Appraisers shall have furnished to the Underwriters a letter from such Appraiser, addressed to the Company and dated the respective date of delivery thereof, confirming that such Appraiser and each of its directors and officers (i) is not an affiliate of the Company or any of its affiliates, (ii) concluding that a court having jurisdiction over does not have any substantial interest, direct or indirect, in the conservatorship Company or receivership any of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, its affiliates and (iii) concluding that none is not connected with the Company or any of its affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. (i) The Class A Certificates and the following matters conflicts with, Class B Certificates shall have received ratings equal to or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results higher than the ratings indicated in the creation of any lien, charge or encumbrance upon any of free writing prospectus identified as Item 1 in Schedule A hereto from the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoingnationally recognized statistical rating organizations named therein. (j) On The Company shall have furnished to you and your counsel, in form and substance satisfactory to them, such other documents, certificates and opinions as such counsel may reasonably request for the Closing Datepurpose of enabling such counsel to pass upon the matters referred to in subsection (b)(6) of this Section 4 and in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the Class B Notes, the Class C, the Class D Notes and the Class E Notes shall have been issued performance of any covenant by the Trust. (k) The Depositor shall have received Company theretofore to be performed, or the ratings letters that assign ratings to compliance with any of the Offered Notes specified in the Ratings Free Writing Prospectusconditions herein contained. The Depositor will furnish the Representatives with conformed copies of All such further opinions, certificates, letters and documents shall be deemed to be in compliance with the provisions hereof only if they are in all respects satisfactory to you and your counsel. If any condition specified in this Section 4 shall not have been fulfilled when and as required to be fulfilled, other than by reason of any default by any Underwriter, such failure to fulfill a condition may be waived by you, or this Agreement may be terminated by you by notice to the Representatives reasonably requestCompany at any time at or prior to the Closing Time, and such termination shall be without liability of any party to any other party, except as provided in Sections 5, 6 and 8 hereof, which provisions shall remain in effect notwithstanding such termination.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are Initial Purchaser to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date hereof and the Closing Date (for purposes of this Section 5 “Closing Date” shall refer to the Closing Date for the Initial Securities and any Option Closing Date, if different, for the Optional Securities), to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Representatives shall have received a letter, dated as Each of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇Professional Corporation, Utah special counsel for Ally Bankthe Company, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of Pillsbury ▇▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, regulatory counsel for the Underwriters. (g) The Representatives Company, shall have received furnished to the Initial Purchaser a certificate signed by an executive officer or officers of the Depositorfavorable opinion, dated the Closing Date, in which such officer or officersform and substance satisfactory to counsel for the Initial Purchaser, to the best effect set forth in Exhibits A and B hereto, respectively. (b) The Initial Purchaser shall have received from Sidley Austin LLP, counsel for the Initial Purchaser, such opinion or opinions, dated the Closing Date, with respect to such matters as the Initial Purchaser may reasonably require. (c) At the Closing Date, there shall not have been, since the date hereof or since the respective dates as of their knowledge after reasonable investigationwhich information is given in the Disclosure Package, any material adverse change in the condition (financial or otherwise), earnings, results of operations, business or properties of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Initial Purchaser shall state have received a certificate of the Chief Executive Officer, President or an executive officer of the Company and of the Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement Company herein are true and correct in all material respects with the same force and effect as though expressly made at and as of the Closing Date (except that any such representations or warranties that are qualified in respect of materiality or material adverse effect are true and correct in all respects) and (iii) the Depositor Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before prior to the Closing Date. (d) At the time of the execution of this Agreement, the Initial Purchaser shall have received from KPMG LLP a letter dated such date, in form and substance satisfactory to the Initial Purchaser, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package as of a date not more than three business days prior to the date of such letter. (e) At the Closing Date, the Initial Purchaser shall have received from KPMG LLP a letter, dated as of the Closing Date, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (d) of this Section, except that the specified date referred to shall be a date not more than three business days prior to the Closing Date. (f) Since the execution of this Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Company or any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, and no such organization shall have publicly announced that it has under surveillance or review its rating of the Company or any securities of the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating). (g) The Securities shall have been approved by the FINRA for trading in the PORTAL Market and shall be eligible for clearance and settlement through DTC. (h) On The Company shall have filed a “Supplemental Listing Application of Additional Shares” and any required supporting documentation relating to the Conversion Shares with the Nasdaq Global Select Market. (i) Prior to the Closing Date, the Company shall have furnished to the Initial Purchaser a letter substantially in the form of Exhibit C hereto from each officer and director of the Company listed on Exhibit D, addressed to the Initial Purchaser. (j) At the Closing Date, counsel for the Initial Purchaser shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties of the Company, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be reasonably satisfactory in form and substance to counsel for the Initial Purchaser. If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Initial Purchaser at any time at or prior to the Closing Date, the Depositor and such termination shall not offer, sell, contract to sell or otherwise dispose be without liability of any additional similar asset-backed securities (which party to any other party except as provided in Section 4(B) and except that Sections 1, 6, 7, 8 and 13 shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consentsurvive any such termination and remain in full force and effect. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class B Notes, the Class C, the Class D Notes and the Class E Notes shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the [Initial] Closing Date, Date with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and Deloitte & Touche LLP in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the [Initial] Closing Date, a certificate, dated the [Initial] Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the [Initial] Closing Date an opinion of the General Counsel of the Depositor, dated the [Initial] Closing Date, in form and substance reasonably acceptable substantially to the Representatives.effect set forth in Exhibit A. (d) The Representatives shall have received on the [Initial] Closing Date an opinion of (i) ▇K▇▇▇▇▇▇▇ & ▇E▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable dated the [Initial] Closing Date, substantially to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and effect set forth in form and substance reasonably acceptable to the Representatives, each dated the Closing Date.Exhibit B. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the [Initial] Closing Date, of ▇K▇▇▇▇▇▇▇ & ▇E▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the [Initial] Closing Date, of ▇M▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the [Initial] Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and the Servicing Agreement, the Trust Agreement Agreement, and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the [Initial] Closing Date. (h) On or prior to the [Initial] Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the A-1 or Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the [Initial] Closing Date an opinion or opinions of ▇K▇▇▇▇▇▇▇ & ▇E▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the [Initial] Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank GMAC to the Depositor as a sale or contribution, contribution and (ii) concluding that a bankruptcy court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, not under applicable federal conservatorship or receivership bankruptcy law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, GMAC and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank GMAC pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank GMAC is subject: the issue or and delivery of the Offered Notes, ; or the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor Administration Agreement; or the fulfillment of the terms of any of the foregoing. (j) The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes are rated in the highest rating category for long-term (i.e., “AAA”) obligations by at least one nationally recognized rating agency. The Class B Notes are rated at least in the “A” category for long-term obligations or its equivalent by at least one nationally recognized rating agency. The Class C Notes are rated at least in the “BBB” category for long-term obligations or its equivalent by at least one nationally recognized rating agency. On the [Initial] Closing Date, the Class B Notes, the Class C, the aggregate principal balance of Class D Notes and set forth in the Class E Notes Final Prospectus shall have been issued by the Trust. (k) The Depositor On the [Initial] Closing Date, the aggregate principal balance of Class A-1 Notes set forth in the Final Prospectus shall have received been issued by the ratings letters that assign ratings to Trust. (l) On the Offered [Initial] Closing Date, the aggregate principal balance of Class D Notes specified set forth in the Ratings Free Writing ProspectusFinal Prospectus shall have been issued by the Trust. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties of Carvana and the Depositor contained in Section 1 and in certificates of any officer of Carvana delivered pursuant to the provisions hereof, to the performance by each of Carvana and the Depositor of their respective covenants and other obligations hereunder and to the following additional conditions: (a) The Representatives shall have received a letterRegistration Statement has become effective and is effective under the Securities Act, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) Material Adverse Effect in the condition of Carvana, the Depositor and its Depositor, or their subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives Representative, for the benefit of the Underwriters, shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (cb) The Representatives Representative, for the benefit of the Underwriters, shall have received on the Closing Date an opinion of the General Counsel of the Depositorfollowing, dated the Closing Date, each in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on Representative and, unless stated otherwise, dated as of the Closing Date an opinion of Date: (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPA letter, special counsel to dated as of the Depositordate of the Final Preliminary Prospectus, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereofFinal Preliminary Prospectus, and a letter with respect to the Final Prospectus, as each of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel which is from a nationally recognized accounting firm reasonably acceptable to the Depositor.Representative; (fii) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a A certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, Carvana in which such officer or officersofficer, to the best of their his knowledge after reasonable investigation, shall state that the representations and warranties of Carvana and the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement each Transaction Document are true and correct and that Carvana and the Depositor has have complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date.; (hiii) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions Opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank Carvana and the Depositor; (iv) An opinion of ▇▇▇▇▇ ▇▇▇▇▇, dated PLLC, Arizona counsel to Carvana; (v) An opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Closing DateServicer; (vi) An opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Arizona counsel to the Servicer; (vii) An opinion of ▇▇▇▇▇▇▇ and with respect ▇▇▇▇▇▇, LLP, counsel to certain matters regarding Ally Bank set forth in clause the Indenture Trustee and Collateral; (iiiviii) below, an An opinion of in-house counsel to the Indenture Trustee and Collateral; (ix) An opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., counsel to the Issuing Entity, the Grantor Trust, and the Owner Trustee and the Grantor Trust Trustee; (x) An opinion of in-house counsel to the Asset Representation Reviewer; (xi) An opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, General Counsel to Ally Bank, each in form and substance reasonably satisfactory counsel to the Representatives, Backup Servicer; (ixii) Negative assurance letters with respect to the characterization Disclosure Package as of the transfer date hereof and with respect to the Final Prospectus of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP; (xiii) Negative assurance letters with respect to the Disclosure Package as of the Receivables by Ally Bank date hereof and with respect to the Depositor as a sale or contributionFinal Prospectus of Sidley Austin LLP, counsel for the Underwriters; and (iixiv) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would notSuch information, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bankcertificates, and (iii) concluding that none of documents as the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoingRepresentative may reasonably request. (jc) On the Closing Date, the Class B NotesIndenture shall have been duly qualified under the Trust Indenture Act. (d) On the Closing Date, the Class C, the Class D Notes and the Class E Notes Certificates shall have been issued by the TrustIssuing Entity. (ke) The Depositor shall have received the ratings letters that at least assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, Date with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and Deloitte & Touche LLP in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇K▇▇▇▇▇▇▇ & ▇E▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇B▇▇▇▇▇, Cornwall & ▇M▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇K▇▇▇▇▇▇▇ & ▇E▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇M▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement Agreement, and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇K▇▇▇▇▇▇▇ & ▇E▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇J▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, to be dated as of February 12, 2010the Closing Date, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class B Notes, the Class C, the Class D C Notes and the Class E Notes Certificates shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations --------------------------------------------------- of the several Underwriters hereunder are to purchase and pay for the Certificates will be subject to the accuracy of the representations and warranties on the part of the Transferor herein as of the date hereof and the Closing Date, to the accuracy of the statements of the Transferor made pursuant to the provisions hereof, to the performance by the Transferor in all material respects of its obligations here under and to the following conditionsadditional conditions precedent: (a) The Representatives you shall have received a letterletter from Coopers & ▇▇▇▇▇▇▇ L.L.P., independent public accountants, and, if requested by you, a letter from such accountants, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to each in the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives.forms heretofore agreed to; (b) No all actions required to be taken and all filings required to be made by the Transferor under the Act prior to the Closing Date for the Certificates shall have been duly taken or made; and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall be in effect, have been issued and no proceedings for such that purpose shall be pending before or have been instituted or, to the knowledge of the Transferor, threatened by the Commission Commission; (c) the Certificates offered by means of the Registration Statement shall be rated at the time of issuance, in the case of the Class A Certificates, in the highest rating category by ▇▇▇▇▇'▇ Investors Service, Inc. ("Moodys") and there Standard & Poor's Ratings Service ("Standard & Poor's") and in the case of the Class B Certificates, in one of the three highest rating categories by Moody's and Standard and Poor's, and in each case shall not have been placed on any credit watch with a negative implication for downgrade; (d) you shall have been no material adverse change (not in received opinions of ▇▇▇▇▇▇ & Bird LLP, counsel to the ordinary course Transferor, of business) in such local or corporate counsel to the condition of the Depositor Transferor and its subsidiariesaffiliates and of Skadden, taken Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP as a wholeto matters of New York law, from that set forth in dated the Closing Date, substantially to the effect that: (i) the Disclosure PackageTransferor is a corporation duly organized, as validly existing and in good standing under the laws of the Applicable Time state of Nevada, with full power and authority to own its assets and operate its business as described in the Prospectus, and had at all relevant times and now has, the power, authority and legal right to acquire, own and service the Receivables transferred or proposed to be transferred to the Trust as described in the Prospectus; (ii) the Transferor has full power and authority to sign the Registration Statement and to execute and deliver this Agreement, the Enhancement Agreement and the Series 1998-2 Supplement and to consummate the transactions contemplated herein, therein and in the Receivables Purchase Agreement and the Pooling and Servicing Agreement; (iii) the agreements referred to in clause (ii) above have been authorized by all necessary action on the part of the Transferor and have been duly executed and delivered by the Transferor; (iv) the Certificates have been duly authorized by all necessary action of the Transferor; (v) this Agreement, the Enhancement Agreement, the Receivables Purchase Agreement, the Pooling and Servicing Agreement and the Series 1998-2 Supplement each constitutes the legal, valid and binding agreement of the Transferor, enforceable against the Transferor in accordance with its terms, subject, as to enforcement, to (A) the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, conservatorship, receivership, or other similar laws of general applicability relating to or affecting creditors' rights generally (B) the application of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and (C) the unenforceability under certain circumstances of provisions indemnifying a party against liability or providing for contribution with respect to such liability where such indemnification or contribution is contrary to public policy; (vi) no consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required under applicable law for the consummation of the transactions contemplated herein, the Receivables Purchase Agreement, the Pooling and Servicing Agreement, the Series 1998-2 Supplement, or the Enhancement Agree ment, except such as have been obtained or made and such as may be required under state securities or Blue Sky laws; (vii) the execution and delivery of the Series 1998-2 Supplement and the Enhancement Agreement, the performance by the Transferor of its obligations under this Agreement, the Receivables Purchase Agreement, the Pooling and Servicing Agreement, the Series 1998-2 Supplement and the Enhancement Agreement, the transfer of the Receivables to the Trust, the issuance and sale of the Certificates, and the consummation of any other of the transactions contemplated herein, in the Receivables Purchase Agreement, the Pooling and Servicing Agreement, the Series 1998-2 Supplement or the Enhancement Agreement, will not conflict with, result in a breach of or violation of any of the terms of, or constitute a default under, the articles of incorporation or by-laws of the Transferor, each as amended, the terms of any indenture or other agree ment or instrument known to such counsel to which the Transferor is a party or by which it or its properties are bound or any rule, order known to such counsel, statute or regulation, of any court, regulatory body, administrative agency or govern mental body having jurisdiction over the Transfer or; provided, -------- however, that such counsel need ex press no opinion as to state ------- securities or Blue Sky laws or the securities laws of any foreign jurisdiction; (viii) except as otherwise disclosed in the Prospectus or the Registration Statement, to the best of such counsel's knowledge, there are no actions, proceedings or investigations pending or threatened before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement, the Receivables Purchase Agreement, the Pooling and Servicing Agreement, the Series 1998-2 Supplement, the Enhancement Agreement or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Receivables Purchase Agreement, the Pooling and Servicing Agreement, the Series 1998-2 Supplement, the Enhancement Agreement or the Certificates, which if adversely determined would materially and adversely affect the performance by the Transferor of its obligations under, or the validity or enforceability of, this Agreement, the Receivables Purchase Agreement, the Pooling and Servicing Agreement, the Series 1998-2 Supplement, the Enhancement Agreement or the Certificates, or (C) seeking adversely to affect the federal income tax attributes of the Certificates as described in the Prospectus under the headings "Federal Income Tax Consequences"; (ix) the Registration Statement has become effective under the Act; to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened under the Act; and the Registration Statement and the Final Prospectus; Prospectus (other than the financial, numerical and statistical information contained therein as to which such counsel need express no opinion) as of their respective effective date or date of issuance complied as to form in all material respects with the requirements of the Act and the Representatives shall have receivedrules and regulations promulgated thereunder; (x) this Agreement, on the Closing DateReceivables Purchase Agreement, a certificatethe Pooling and Servicing Agreement, dated the Closing Date Series 1998-2 Supplement, any Enhancement Agreement and signed by an executive officer the Certificates conform in all material respects to the descriptions thereof contained in the Registration Statement and the Prospectus; (xi) the Pooling and Servicing Agreement and the Series 1998-2 Supplement will not be required to be qualified under the Trust Indenture Act of 1939, as amended, and neither the Transferor nor the Trust is now, and immediately following the sale of the DepositorCertificates pursuant hereto will be, required to be registered under the 1940 Act; (xii) the statements in the Prospectus under the headings "Certain Federal Income Tax Consequences" and "Certain Federal Income Tax Consequences of the Offered Certificates" to the foregoing effect. The officer signing extent they constitute matters of Federal law or legal conclusions with respect thereto, have been reviewed by such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened.counsel and are correct in all material respects; and (cxiii) The Representatives the statements in the Prospectus under the headings "Certain Legal Aspects of the Receivables" and "ERISA Considerations," to the extent they constitute matters of Federal law or legal conclusions with respect thereto, have been reviewed by such counsel and are correct in all material respects; Such counsel also shall have received state that, subject to its customary practices and limitations relating to the scope of such counsel's participation in the preparation of the Registration Statement and the Prospectus and its investigation or verification of information contained therein, it has no reason to believe that at its effective date the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus on the Closing Date an opinion includes any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the General Counsel circumstances under which they were made, not misleading (in each case, other than financial, numerical and statistical information contained therein as to which such counsel need express no opinion); in rendering such opinion, such counsel may rely as to matters of fact, to the extent deemed proper and as stated therein, on certificates of responsible officers of the DepositorTransferor, the Servicer, the Seller and public officials; (e) you shall have received opinions of ▇▇▇▇▇▇ & Bird LLP, special counsel for the Seller, and of such local or corporate counsel to the Seller, dated the Closing Date, in form and substance reasonably acceptable satisfactory to you and your counsel, to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPeffect that, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure PackageSeller: (i) the Seller is a national banking association duly organized, validly existing and in good standing under the laws of the United States, with full power and authority to own its assets and operate its business as described in the Prospectus, and had at all relevant times and now has, the power, authority and legal right to acquire, own and service the Receivables transferred or proposed to be transferred to the Transferor as described in the Prospectus; (ii) the Seller has full power and authority as a national banking association to execute and deliver the Receivables Purchase Agreement and to consummate the transactions contemplated therein; (iii) the execution, delivery and performance of the Receivables Purchase Agreement has been authorized by all necessary action on the part of the Seller and such agreement has been duly executed and delivered by the Seller; (iv) the Receivables Purchase Agreement constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, subject, as to enforce ment, to (A) the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, conservatorship, receivership, or other similar laws of general applicability relating to or affecting creditors' rights generally or the date hereofrights of creditors of national banking associations, (B) the application of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and (C) the unenforceability under certain circumstances of provisions indemnifying a party against liability or providing for contribution with respect to such liability where such indemnification or contribution is contrary to public policy; (v) no consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required under applicable law for the Final Prospectus, as consummation of the date thereof transactions contemplated by the Receivables Purchase Agreement, except such as have been obtained or made; (vi) the execution, delivery and as performance by the Seller of its obligations under the Receivables Purchase Agreement, the transfer of the Closing DateReceivables to the Trust, the sale of the Receivables purported to be sold thereunder, and the consummation of any other of the transactions contemplated in such agreement, will not conflict with, result in a breach of or violation of any of the terms of, or constitute a default under, the articles of association or by-laws of the Seller, each as amended, the terms of any indenture or other agree ment or instrument known to such counsel to which the Seller is a party or by which it or its properties are bound or any rule, order known to such counsel, statute or regulation, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPany court, special counsel regulatory body, administrative agency or governmental body having jurisdiction over the Seller; and (vii) except as otherwise disclosed in the Prospectus or the Registration Statement, to the Depositorbest of such counsel's knowledge (after reasonable investigation), there are no actions, proceedings or investigations pending or threatened before any court, administrative agency or other tribunal (A) asserting the invalidity of the Receivables Purchase Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by such agreement, which if adversely determined would materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, such agreement, or (C) seeking adversely to affect the federal income tax attributes of the Certificates as described in the Prospectus under the headings "Federal Income Tax Consequences". (f) The Representatives you shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇& Bird LLP, General Counsel to Ally Bankspecial counsel for the Servicer, each in form and substance reasonably satisfactory and/or such local or corporate counsel to the RepresentativesServicer, dated the Closing Date, substantially to the effect that: (i) the Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of Tennessee, with respect full power and authority to own its assets and operate its business as described in the Prospectus, and had at all relevant times and now has, the power, authority and legal right to service the Receivables transferred or proposed to be transferred to the characterization of Trust as described in the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, Prospectus; (ii) concluding that a court having jurisdiction over the conservatorship or receivership Servicer has full power and authority to execute and deliver the Series 1998-2 Supplement and the indemnification agreement between you and the Servicer, dated the date hereof (the "Indemnification Agreement") and to consummate the transactions contemplated herein, therein and in the Pooling and Servicing Agreement; (iii) the agreements referred to in clause (ii) above have been authorized by all necessary action on the part of the Federal Deposit Insurance Corporation Servicer and have been duly executed and delivered by the Servicer; (FDICiv) over Ally Bank would notthe Pooling and Servicing Agreement and the Series 1998-2 Supplement each constitutes the legal, under applicable federal conservatorship or receivership lawvalid and binding agreement of the Servicer, enforceable against the Servicer in accordance with its terms, subject, as to enforcement, to (A) hold that the rightseffect of bankruptcy, titlesinsolvency, powers and privileges fraudulent transfer, reorganization, moratorium, conservatorship, receivership, or other similar laws of the FDIC as conservator general applicability relating to or receiver of Ally Bank would extend to the Receivablesaffecting creditors' rights generally, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power application of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and (C) apply the doctrine unenforceability under certain circumstances of substantive consolidation provisions indemnifying a party against liability or providing for contribution with respect to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Banksuch liability where such indemnification or contribution is contrary to public policy; (v) no consent, and (iii) concluding that none of the following matters conflicts withapproval, authorization or results in any breach of any terms and provisions order of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms offiling with, any indenture, agreement, mortgage, deed of trust governmental agency or other instrument to which the Depositor body or Ally Bank any court is subject: the issue or delivery of the Offered Notes, required under applicable laws for the consummation of the transactions contemplated by the Trust Sale and Servicing Agreementherein, the Pooling and Servicing Agreement or the Indemnification Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated except such as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class B Notes, the Class C, the Class D Notes and the Class E Notes shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.obtained

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Initial Closing Date, Date with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Initial Closing Date, a certificate, dated the Initial Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Initial Closing Date an opinion of the General Counsel of the DepositorDepositor and Assistant General Counsel of the Sponsor, dated the Initial Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Initial Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and dated the Initial Closing Date, in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Initial Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Initial Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Initial Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and the Servicing Agreement, the Trust Agreement Agreement, and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Initial Closing Date. (h) On or prior to the Initial Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Initial Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank Financial and the Depositor, dated the Initial Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank Financial to the Depositor as a sale or contribution, contribution and (ii) concluding that a bankruptcy court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, not under applicable federal conservatorship or receivership bankruptcy law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, Financial and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank Financial pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank Financial is subject: the issue or and delivery of the Offered Notes, or the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, to be dated as of February 12, 2010the Initial Closing Date, among Ally BankFinancial, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Initial Closing Date, the Class B Notes, the Class CC Notes, the Class D Notes and the Class E Notes and Certificates shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are to purchase and pay for the Class A Certificates pursuant to this Agreement shall be subject to the accuracy of and compliance with the representations and warranties of the Company contained herein as of the date hereof and as of the Closing Time, to the accuracy of the statements of the Company's officers made in any certificates furnished pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of At the Closing DateTime, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No no stop order suspending the effectiveness of the Registration Statement shall be in effect, have been issued under the Securities Act and no proceedings for such purpose therefor shall be pending before have been instituted or threatened by the Commission and there shall have been no material adverse change Commission. (not in b) At the ordinary course of business) in Closing Time, the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives Underwriters shall have received: (1) An opinion and a negative assurance letter, on each dated as of the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) Debevoise & ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special as counsel for the Company, each in form reasonably satisfactory to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing DateRepresentative. (e2) The Representatives shall have received a negative assurance letter with respect to the Disclosure PackageAn opinion, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and dated as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP▇▇, special counsel General Counsel to the DepositorCompany, in form and substance reasonably satisfactory to the Representative. (f3) The Representatives shall have received a negative assurance letter with respect to the Disclosure PackageAn opinion, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and dated as of the Closing Date, of from ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for Wilmington, individually, and as Subordination Agent, Trustee and Loan Trustee, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (g4) The Representatives An opinion, dated as of the Closing Date, from Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special New York counsel for the Liquidity Provider, in form and substance reasonably satisfactory to the Representative. (5) An opinion, dated as of the Closing Date, from Christian Le Hir, General Counsel to the Liquidity Provider, in form and substance reasonably satisfactory to the Representative. (6) An opinion and negative assurance letter, dated as of the Closing Date, from Milbank LLP, counsel for the Underwriters, each in form and substance reasonably satisfactory to the Representative. (c) At the Closing Date, there shall not have been, since the respective dates as of which information is given in the General Disclosure Package and the Final Prospectus, any material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and you shall have received a certificate signed by an executive officer or officers of the DepositorChief Executive Officer, Chief Financial Officer or any Vice President of the Company, dated the as of such Closing Date, in which such officer or officersTime, to the best of their knowledge after reasonable investigationeffect that (i) there has been no such material adverse change, shall state that (ii) the representations and warranties of the Depositor Company contained in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement Section 1(a) hereof are true and correct with the same force and that effect as though made at such Closing Time and (iii) the Depositor 16 Company has complied in all material respects with all of the agreements applicable to it contemplated herein and satisfied in all material respects all of the conditions on its part to be performed or satisfied hereunder or thereunder at on or before the Closing Date. (hd) On or Subsequent to the execution and delivery of this Agreement and prior to the Closing DateTime, neither nationally recognized statistical rating organization that has been requested by the Depositor Company to rate the Class A Certificates shall not offer, sell, contract to sell or otherwise dispose have downgraded the rating accorded any of any additional similar asset-backed the Company's securities (which shall not affect except for any pass through certificates) or announced that any probable downgrading of such rating is about to occur in the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consentnear future. (ie) The Representatives Promptly after the execution of this Agreement and also at the Closing Time, the Underwriters shall have received on the Closing Date an opinion from Ernst & Young LLP a letter or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositorletters, dated as of the Closing Daterespective dates of delivery thereof, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the RepresentativesRepresentative, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to certain financial statements and certain financial information contained or incorporated by reference in the General Disclosure Package and the Final Prospectus. (f) At the Closing Time, each of the Intercreditor Agreement, the Liquidity Facility and the Trust Agreement shall have been executed and delivered by each party thereto; the representations and warranties of the Company contained in such agreements shall be accurate as of the Closing Time and the Underwriters shall have received a certificate of the Chief Executive Officer, Chief Financial Officer or any Vice President of the Company, dated as of the Closing Date, to such effect. (g) Promptly after the execution of this Agreement and also at the Closing Time, each of the Appraisers shall have furnished to the Underwriters a letter from such Appraiser, addressed to the Company and dated the respective date of delivery thereof, confirming that such Appraiser and each of its directors and officers (i) with respect to the characterization is not an affiliate of the transfer Company or any of the Receivables by Ally Bank to the Depositor as a sale or contributionits affiliates, (ii) concluding that a court having jurisdiction over does not have any substantial interest, direct or indirect, in the conservatorship Company or receivership any of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, its affiliates and (iii) concluding that none is not connected with the Company or any of its affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. (h) Each class of Class A Certificates shall have received ratings equal to or higher than the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results ratings indicated in the creation of any lien, charge or encumbrance upon any of free writing prospectus identified as Item 2 in Schedule A hereto from the property or assets of the Depositor or Ally Bank pursuant nationally recognized statistical rating organizations named therein. (i) The Company shall have furnished to the terms ofUnderwriters and their counsel, any indenturein form and substance satisfactory to them, agreementsuch other documents, mortgage, deed certificates and opinions as such counsel may reasonably request for the purpose of trust or other instrument enabling such counsel to which pass upon the Depositor or Ally Bank is subject: matters referred to in subsection (b)(6) of this Section 4 and in order to evidence the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale accuracy and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms completeness of any of the foregoingrepresentations, warranties or statements, the performance of any covenant by the Company theretofore to be performed, or the compliance with any of the conditions herein contained. (j) On At or prior to the Closing DateTime, the Class B Notes, the Class C, the Class D Notes each Indenture and the Class E Notes each Participation Agreement shall have been issued duly executed and delivered by the Trust. (k) The Depositor Company and each other respective party thereto, and copies thereof shall have received the ratings letters that assign ratings been furnished to the Offered Notes specified Underwriters and their counsel, and the representations and warranties of the Company contained in such agreements shall be accurate as of the Ratings Free Writing ProspectusClosing Time. The Depositor will furnish the Representatives with conformed copies of All such further opinions, certificates, letters and documents shall be deemed to be in compliance with the provisions hereof only if they are in all respects satisfactory to the Underwriters and their counsel. If any condition specified in this Section 4 shall not have been fulfilled when and as required to be fulfilled, other than by reason of any default by any Underwriter, such failure to fulfill a condition may be waived by the Representatives reasonably requestUnderwriters, or this Agreement may be terminated by the Underwriters by notice to the Company at any time at or prior to the Closing Time, and such termination shall be without liability of any party to any other party, except as provided in Sections 5, 6 and 8 hereof, which provisions shall remain in effect notwithstanding such termination.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, Date with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and Deloitte & Touche LLP in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, Package as of the date hereof, hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Agreement, the Servicing Agreement, the Trust Agreement Agreement, and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would notwould, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC acting as conservator or receiver of for Ally Bank would extend to could not avoid the Receivables, Pooling Agreement by exercise of its authority under 12 U.S.C. § 1823(e) or (B) hold that paragraphs (d)(4) and (e) of the FDIC regulation entitled “Treatment of financial assets transferred in connection with a securitization or participation,” 12 CFR § 360.6 (as amended through the Closing Date) would be able apply to recover transactions contemplated by the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally BankBasic Documents, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Agreement, Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, to be dated as of February 12, 2010the Closing Date, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class B Notes, the Class C, the Class D C Notes and the Class E Notes Certificates shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions: (a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and Deloitte & Touche LLP in form and substance reasonably acceptable to the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on the Closing Date an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Depositor. (f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereofhereof and as of the Closing Date, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date. (h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent. (i) The Representatives shall have received on the Closing Date an opinion or opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to Ally Bank and the Depositor, dated the Closing Date, and with respect to certain matters regarding Ally Bank set forth in clause (iii) below, an opinion of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel to Ally Bank, each in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Receivables by Ally Bank to the Depositor as a sale or contribution, (ii) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would not, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bank, and (iii) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoing. (j) On the Closing Date, the Class B Notes, the Class C, the Class D Notes and the Class E Notes shall have been issued by the Trust. (k) The Depositor shall have received the ratings letters that assign ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties of Carvana and the Depositor contained in Section 1 and in certificates of any officer of Carvana delivered pursuant to the provisions hereof, to the performance by each of Carvana and the Depositor of their respective covenants and other obligations hereunder and to the following additional conditions: (a) The Representatives shall have received a letterRegistration Statement has become effective and is effective under the Securities Act, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus, and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from a nationally recognized accounting firm reasonably acceptable to the Representatives and in form and substance reasonably acceptable to the Representatives. (b) No no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) Material Adverse Effect in the condition of Carvana, the Depositor and its Depositor, or their subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package, Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives Representative, for the benefit of the Underwriters, shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened. (cb) The Representatives Representative, for the benefit of the Underwriters, shall have received on the Closing Date an opinion of the General Counsel of the Depositorfollowing, dated the Closing Date, each in form and substance reasonably acceptable to the Representatives. (d) The Representatives shall have received on Representative and, unless stated otherwise, dated as of the Closing Date an opinion of Date: (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPA letter, special counsel to dated as of the Depositordate of the Final Preliminary Prospectus, and in form and substance reasonably acceptable to the Representatives, and (ii) VanCott, ▇▇▇▇▇▇, Cornwall & ▇▇▇▇▇▇▇▇, Utah special counsel for Ally Bank, and in form and substance reasonably acceptable to the Representatives, each dated the Closing Date. (e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereofFinal Preliminary Prospectus, and a letter with respect to the Final Prospectus, as each of the date thereof and as of the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel which is from a nationally recognized accounting firm reasonably acceptable to the Depositor.Representative; (fii) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters. (g) The Representatives shall have received a A certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, Carvana in which such officer or officersofficer, to the best of their his knowledge after reasonable investigation, shall state that the representations and warranties of Carvana and the Depositor in this Agreement, the Trust Sale and Servicing Agreement, the Trust Agreement and the Pooling and Servicing Agreement each Transaction Document are true and correct and that Carvana and the Depositor has have complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date.; (hiii) On or prior Opinions of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect Carvana and the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Certificates) with respect to the assets of the Trust without the Representatives’ prior written consent.; (iiv) The Representatives shall have received on the Closing Date an An opinion or opinions of ▇▇▇▇▇ ▇▇▇▇▇, PLLC, Arizona counsel to Carvana; (v) An opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, PLLC, counsel to the Servicer; (vi) An opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special Arizona counsel to Ally Bank the Servicer; (vii) An opinion of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, LLP, counsel to the Depositor, dated Indenture Trustee and Collateral Custodian; (viii) An opinion of in-house counsel to the Closing Date, Indenture Trustee and with respect to certain matters regarding Ally Bank set forth in clause Collateral Custodian; (iiiix) below, an An opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., counsel to the Issuing Entity, the Grantor Trust, the Owner Trustee and the Grantor Trust Trustee; (x) An opinion of in-house counsel to the Asset Representation Reviewer; (xi) An opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, General Counsel to Ally Bank, each in form and substance reasonably satisfactory counsel to the Representatives, Backup Servicer; (ixii) Negative assurance letters with respect to the characterization Disclosure Package as of the transfer date hereof and with respect to the Final Prospectus of ▇▇▇▇▇ ▇▇▇▇▇ LLP; (xiii) Negative assurance letters with respect to the Disclosure Package as of the Receivables by Ally Bank date hereof and with respect to the Depositor as a sale or contributionFinal Prospectus of Sidley Austin LLP, counsel for the Underwriters; and (iixiv) concluding that a court having jurisdiction over the conservatorship or receivership of the Federal Deposit Insurance Corporation (FDIC) over Ally Bank would notSuch information, under applicable federal conservatorship or receivership law, (A) hold that the rights, titles, powers and privileges of the FDIC as conservator or receiver of Ally Bank would extend to the Receivables, (B) hold that the FDIC would be able to recover the Receivables using the repudiation power or (C) apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of Ally Bankcertificates, and (iii) concluding that none of documents as the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Bank pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Bank is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Custodian Agreement or an administration agreement, dated as of February 12, 2010, among Ally Bank, the Trust and the Indenture Trustee, nor the fulfillment of the terms of any of the foregoingRepresentative may reasonably request. (jc) On the Closing Date, the Class B NotesIndenture shall have been duly qualified under the Trust Indenture Act. (d) On the Closing Date, the Class C, the Class D Notes and the Class E Notes Securities shall have been issued by the TrustIssuing Entity. (ke) The Depositor shall have received the ratings letters that at least assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus. The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.