0001193125-22-261342 Sample Contracts

ADMINISTRATION AGREEMENT AMONG ALLY AUTO RECEIVABLES TRUST 2022-2, ISSUING ENTITY, ALLY BANK, ADMINISTRATOR AND INDENTURE TRUSTEE DATED AS OF OCTOBER 12, 2022
Administration Agreement • October 12th, 2022 • Ally Auto Receivables Trust 2022-2 • Asset-backed securities • New York

ADMINISTRATION AGREEMENT, dated as of October 12, 2022, is among ALLY AUTO RECEIVABLES TRUST 2022-2, a Delaware statutory trust, as issuer (the “Issuing Entity”), ALLY BANK, a Utah chartered bank, as administrator (“Ally Bank” or the “Administrator”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”).

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SERVICING AGREEMENT AMONG ALLY BANK ALLY AUTO ASSETS LLC AND ALLY AUTO RECEIVABLES TRUST 2022-2 DATED AS OF OCTOBER 12, 2022
Servicing Agreement • October 12th, 2022 • Ally Auto Receivables Trust 2022-2 • Asset-backed securities • New York

THIS SERVICING AGREEMENT, dated as of October 12, 2022, 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 2022-2, a Delaware statutory trust (the “Issuing Entity”).

POOLING AGREEMENT BETWEEN ALLY AUTO ASSETS LLC AND ALLY BANK DATED AS OF OCTOBER 12, 2022
Pooling Agreement • October 12th, 2022 • Ally Auto Receivables Trust 2022-2 • Asset-backed securities • New York

THIS POOLING AGREEMENT, dated as of October 12, 2022, is between ALLY AUTO ASSETS LLC, a Delaware limited liability company (“Ally Auto”), and ALLY BANK, a Utah chartered bank (the “Seller”).

TRUST SALE AGREEMENT BETWEEN ALLY AUTO ASSETS LLC DEPOSITOR AND ALLY AUTO RECEIVABLES TRUST 2022-2 ISSUING ENTITY DATED AS OF OCTOBER 12, 2022
Trust Sale Agreement • October 12th, 2022 • Ally Auto Receivables Trust 2022-2 • Asset-backed securities • New York

THIS TRUST SALE AGREEMENT is made as of October 12, 2022 between ALLY AUTO ASSETS LLC, a Delaware limited liability company (the “Depositor”), and ALLY AUTO RECEIVABLES TRUST 2022-2, a Delaware statutory trust (the “Issuing Entity”).

TRUST AGREEMENT BETWEEN ALLY AUTO ASSETS LLC, DEPOSITOR AND BNY MELLON TRUST OF DELAWARE, OWNER TRUSTEE and PAYING AGENT DATED AS OF OCTOBER 12, 2022
Trust Agreement • October 12th, 2022 • Ally Auto Receivables Trust 2022-2 • Asset-backed securities • Delaware

TRUST AGREEMENT, dated as of October 12, 2022, is between ALLY AUTO ASSETS LLC, a Delaware limited liability company, in its capacity as a depositor (the “Depositor”), and BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation, as trustee and not in its individual capacity (the “Owner Trustee”), and as paying agent.

ASSET REPRESENTATIONS REVIEW AGREEMENT
Asset Representations Review Agreement • October 12th, 2022 • Ally Auto Receivables Trust 2022-2 • Asset-backed securities • New York

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of October 12, 2022 (this “Agreement”), by and among CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company (the “Asset Representations Reviewer”), ALLY BANK, a Utah chartered bank (in its capacity as sponsor, the “Sponsor”) and ALLY AUTO RECEIVABLES TRUST 2022-2, a Delaware statutory trust (the “Trust”).

SECURITIES ACCOUNT CONTROL AGREEMENT among ALLY AUTO RECEIVABLES TRUST 2022-2, as Issuing Entity, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, in its capacity as Indenture Trustee and U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary Dated...
Securities Account Control Agreement • October 12th, 2022 • Ally Auto Receivables Trust 2022-2 • Asset-backed securities • New York

SECURITIES ACCOUNT CONTROL AGREEMENT (this “Agreement”), dated as of October 12, 2022, among ALLY AUTO RECEIVABLES TRUST 2022-2, as the Issuing Entity (the “Issuing Entity”), U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary (the “Securities Intermediary”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, in its capacity as Indenture Trustee (the “Secured Party”).

CUSTODIAN AGREEMENT BETWEEN ALLY BANK, CUSTODIAN AND ALLY AUTO ASSETS LLC, DEPOSITOR DATED AS OF OCTOBER 12, 2022
Custodian Agreement • October 12th, 2022 • Ally Auto Receivables Trust 2022-2 • Asset-backed securities • New York

This CUSTODIAN AGREEMENT, dated as of October 12, 2022, 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”).

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