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0001193125-22-084778 Sample Contracts

ADMINISTRATION AGREEMENT AMONG ALLY AUTO RECEIVABLES TRUST 20 - , ISSUING ENTITY, ALLY BANK, ADMINISTRATOR AND INDENTURE TRUSTEE DATED AS OF [ ], 20[ ]
Administration Agreement • March 25th, 2022 • Ally Auto Assets LLC • Asset-backed securities • New York

ADMINISTRATION AGREEMENT, dated as of [ ], 20[ ], is among ALLY AUTO RECEIVABLES TRUST 20[ ]-[ ], a Delaware statutory trust, as issuer (the “Issuing Entity”), ALLY BANK, a Utah chartered bank, as administrator (“Ally Bank” or the “Administrator”), and [NAME OF INDENTURE TRUSTEE], a [ ], not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”).

Standard Contracts

CUSTODIAN AGREEMENT BETWEEN ALLY BANK, CUSTODIAN AND ALLY AUTO ASSETS LLC, DEPOSITOR DATED AS OF [ ], 20[ ]
Custodian Agreement • March 25th, 2022 • Ally Auto Assets LLC • Asset-backed securities • New York

This CUSTODIAN AGREEMENT, dated as of [ ], 20[ ], is made between ALLY BANK, a Utah chartered bank, as custodian (“Ally Bank” or the “Custodian”), and ALLY AUTO ASSETS LLC, a Delaware limited liability company, as depositor (the “Depositor”).

ALLY AUTO RECEIVABLES TRUST 20 - [$[ ] Asset Backed Notes, Class A-1] $[ ] Asset Backed Notes, Class A-2a $[ ] Asset Backed Notes, Class A-2b $[ ] Asset Backed Notes, Class A-3 $[ ] Asset Backed Notes, Class A-4 [$[ ] Asset Backed Notes, Class B] [$[...
Underwriting Agreement • March 25th, 2022 • Ally Auto Assets LLC • Asset-backed securities • New York

Ally Auto Receivables Trust 20 - (the “Trust”) will issue to Ally Auto Assets LLC, a Delaware limited liability company (the “Depositor”), $[ ] aggregate principal balance of Class A-1 Asset Backed Notes (the “Class A-1 Notes”), $[ ] aggregate principal balance of Class A-2 Asset Backed Notes (the “Class A-2a Notes”), $[ ] aggregate principal balance of Class A-2 Asset Backed Notes (the “Class A-2b Notes” and together with the Class A-2a Notes, the “Class A-2 Notes”), $[ ] aggregate principal balance of Class A-3 Asset Backed Notes (the “Class A-3 Notes”), $[ ] aggregate principal balance of Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Class A Notes”), $[ ] aggregate principal balance of Class B Asset Backed Notes (the “Class B Notes”), $[ ] aggregate principal balance of Class C Asset Backed Notes (the “Class C Notes”), $[ ] aggregate principal balance of Class D Asset Backed Notes (the “C

SERVICING AGREEMENT AMONG ALLY BANK ALLY AUTO ASSETS LLC AND ALLY AUTO RECEIVABLES TRUST 20 - DATED AS OF [ ], 20[ ]
Servicing Agreement • March 25th, 2022 • Ally Auto Assets LLC • Asset-backed securities • New York

THIS SERVICING AGREEMENT, dated as of [ ], 20[ ], is among ALLY BANK, a Utah chartered bank (“Ally Bank” which, in its capacity as servicer under this Agreement, is referred to as the “Servicer”), ALLY AUTO ASSETS LLC, a Delaware limited liability company (the “Depositor”), and ALLY AUTO RECEIVABLES TRUST 20[ ]-[ ], a Delaware statutory trust (the “Issuing Entity”).

TRUST SALE AGREEMENT BETWEEN ALLY AUTO ASSETS LLC DEPOSITOR AND ALLY AUTO RECEIVABLES TRUST 20 - ISSUING ENTITY DATED AS OF [ ], 20[ ]
Trust Sale Agreement • March 25th, 2022 • Ally Auto Assets LLC • Asset-backed securities • New York

THIS TRUST SALE AGREEMENT is made as of [ ], 20[ ] between ALLY AUTO ASSETS LLC, a Delaware limited liability company (the “Depositor”), and ALLY AUTO RECEIVABLES TRUST 20[ ]-[ ], a Delaware statutory trust (the “Issuing Entity”).

TRUST AGREEMENT BETWEEN ALLY AUTO ASSETS LLC, DEPOSITOR AND OWNER TRUSTEE and PAYING AGENT DATED AS OF [ ], 20
Trust Agreement • March 25th, 2022 • Ally Auto Assets LLC • Asset-backed securities • Delaware

TRUST AGREEMENT, dated as of [ ], 20 , is between ALLY AUTO ASSETS LLC, a Delaware limited liability company, in its capacity as a depositor (the “Depositor”), and [ ], a Delaware [ ], as trustee and not in its individual capacity (the “Owner Trustee”), and as paying agent.

ASSET REPRESENTATIONS REVIEW AGREEMENT
Asset Representations Review Agreement • March 25th, 2022 • Ally Auto Assets LLC • Asset-backed securities • New York

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of [________] (this “Agreement”), by and among [Asset Representations Reviewer], a Delaware limited liability company (the “Asset Representations Reviewer”), ALLY BANK, a Utah chartered bank (in its capacity as sponsor, the “Sponsor”) and [Trust], a Delaware statutory trust (the “Trust”).

POOLING AGREEMENT BETWEEN ALLY AUTO ASSETS LLC AND ALLY BANK DATED AS OF [ ], 20[ ]
Pooling Agreement • March 25th, 2022 • Ally Auto Assets LLC • Asset-backed securities • New York

THIS POOLING AGREEMENT, dated as of [ ], 20[ ], between ALLY AUTO ASSETS LLC, a Delaware limited liability company (“Ally Auto”), and ALLY BANK, a Utah chartered bank (the “Seller”).