Common use of APPENDIX B Additional Representations and Warranties Clause in Contracts

APPENDIX B Additional Representations and Warranties. 1. While it is the intention of the Seller and ▇▇▇▇ that the transfer and assignment contemplated by this Agreement and the First Step Receivables Assignment shall constitute sales of the Purchased Property from the Seller to ▇▇▇▇, this Agreement, the Trust Sale and Servicing Agreement and the Indenture create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Property in favor of ▇▇▇▇, the Trust and the Indenture Trustee, as applicable, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller, ▇▇▇▇ and the Issuing Entity, respectively. 2. All steps necessary to perfect the Seller’s security interest against each Obligor in the property securing the Purchased Property have been taken. 3. Prior to the sale of the Purchased Property to ▇▇▇▇ under this Agreement, the Receivables constitute “tangible chattel paper” within the meaning of the applicable UCC. 4. The Seller owns and has good and marketable title to the Purchased Property free and clear of any Lien, claim or encumbrance of any Person. 5. The Seller has caused or will have caused, within ten (10) days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Purchased Property granted to ▇▇▇▇ hereunder, the Issuing Entity under the Trust Sale and Servicing Agreement and the Indenture Trustee under the Indenture. 6. Other than the security interest granted to ▇▇▇▇ pursuant to the Basic Documents, the Issuing Entity under the Trust Sale and Servicing Agreement and the Indenture Trustee under the Indenture none of the Seller, ▇▇▇▇ or the Issuing Entity has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Property. None of the Seller, ▇▇▇▇ or the Issuing Entity has authorized the filing of, nor is the Seller aware of, any financing statements against the Seller, ▇▇▇▇ or the Issuing Entity that include a description of collateral covering the Purchased Property other than the financing statements relating to the security interests granted to ▇▇▇▇, the Issuing Entity and the Indenture Trustee under the Basic Documents or any financing statement that has been terminated. The Seller is not aware of any judgment or tax lien filings against the Seller, ▇▇▇▇ or the Issuing Entity. 7. The Custodian has in its possession or with third party vendors all original copies of the Receivables Files and other documents that constitute or evidence the Receivables and the Purchased Property. The Receivables Files and other documents that constitute or evidence the Purchased Property do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than ▇▇▇▇. All financing statements filed or to be filed against the Seller in favor of ▇▇▇▇ in connection herewith describing the Receivables contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of ▇▇▇▇.”

APPENDIX B Additional Representations and Warranties. 1. While it is the intention of the Seller and ▇▇▇▇ Ally Auto that the transfer and assignment contemplated by this Agreement and the First Step Receivables Assignment shall constitute sales of the Purchased Property from the Seller to ▇▇▇▇Ally Auto, this Agreement, the Trust Sale and Servicing Agreement and the Indenture create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Property in favor of ▇▇▇▇Ally Auto, the Trust and the Indenture Trustee, as applicable, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller, ▇▇▇▇ Ally Auto and the Issuing Entity, respectively. 2. All steps necessary to perfect the Seller’s security interest against each Obligor in the property securing the Purchased Property have been taken. 3. Prior to the sale of the Purchased Property to ▇▇▇▇ Ally Auto under this Agreement, the Receivables constitute “tangible chattel paper” within the meaning of the applicable UCC. 4. The Seller owns and has good and marketable title to the Purchased Property free and clear of any Lien, claim or encumbrance of any Person. 5. The Seller has caused or will have caused, within ten (10) days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Purchased Property granted to ▇▇▇▇ Ally Auto hereunder, the Issuing Entity under the Trust Sale and Servicing Agreement and the Indenture Trustee under the Indenture. 6. Other than the security interest granted to ▇▇▇▇ Ally Auto pursuant to the Basic Documents, the Issuing Entity under the Trust Sale and Servicing Agreement and the Indenture Trustee under the Indenture none of the Seller, ▇▇▇▇ Ally Auto or the Issuing Entity has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Property. None of the Seller, ▇▇▇▇ Ally Auto or the Issuing Entity has authorized the filing of, nor is the Seller aware of, any financing statements against the Seller, ▇▇▇▇ Ally Auto or the Issuing Entity that include a description of collateral covering the Purchased Property other than the financing statements relating to the security interests granted to ▇▇▇▇Ally Auto, the Issuing Entity and the Indenture Trustee under the Basic Documents or any financing statement that has been terminated. The Seller is not aware of any judgment or tax lien filings against the Seller, ▇▇▇▇ Ally Auto or the Issuing Entity. 7. The Custodian has in its possession or with third party vendors all original copies of the Receivables Files and other documents that constitute or evidence the Receivables and the Purchased Property. The Receivables Files and other documents that constitute or evidence the Purchased Property do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than ▇▇▇▇. All financing statements filed or to be filed against the Seller in favor of ▇▇▇▇ in connection herewith describing the Receivables contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of ▇▇▇▇Ally Auto.”

APPENDIX B Additional Representations and Warranties. 1. While it is the intention of the Seller and ▇▇▇▇ Ally Auto that the transfer and assignment contemplated by this Agreement and the First Step Receivables Assignment shall constitute sales of the Purchased Property from the Seller to ▇▇▇▇Ally Auto, this Agreement, the Trust Sale and Servicing Agreement and the Indenture create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Property in favor of ▇▇▇▇Ally Auto, the Trust and the Indenture Trustee, as applicable, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller, ▇▇▇▇ Ally Auto and the Issuing Entity, respectively. 2. All steps necessary to perfect the Seller’s security interest against each Obligor in the property securing the Purchased Property have been taken. 3. Prior to the sale of the Purchased Property to ▇▇▇▇ Ally Auto under this Agreement, the Receivables constitute “tangible chattel paper” within the meaning of the applicable UCC. 4. The Seller owns and has good and marketable title to the Purchased Property free and clear of any Lien, claim or encumbrance of any Person. 5. The Seller has caused or will have caused, within ten (10) days, the filing of all appropriate financing statements in the proper filing office offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Purchased Property granted to ▇▇▇▇ Ally Auto hereunder, the Issuing Entity under the Trust Sale and Servicing Agreement and the Indenture Trustee under the Indenture. 6. Other than the security interest granted to ▇▇▇▇ Ally Auto pursuant to the Basic Documents, the Issuing Entity under the Trust Sale and Servicing Agreement and the Indenture Trustee under the Indenture none of the Seller, ▇▇▇▇ Ally Auto or the Issuing Entity has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Property. None of the Seller, ▇▇▇▇ Ally Auto or the Issuing Entity has authorized the filing of, nor is the Seller aware of, any financing statements against the Seller, ▇▇▇▇ Ally Auto or the Issuing Entity that include a description of collateral covering the Purchased Property other than the financing statements relating to the security interests granted to ▇▇▇▇Ally Auto, the Issuing Entity and the Indenture Trustee under the Basic Documents or any financing statement that has been terminated. The Seller is not aware of any judgment or tax lien filings against the Seller, ▇▇▇▇ Ally Auto or the Issuing Entity. 7. The Custodian has in its possession or with third party vendors all original copies of the Receivables Files and other documents that constitute or evidence the Receivables and the Purchased Property. The Receivables Files and other documents that constitute or evidence the Purchased Property do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than ▇▇▇▇. All financing statements filed or to be filed against the Seller in favor of ▇▇▇▇ in connection herewith describing the Receivables contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of ▇▇▇▇Ally Auto.”

APPENDIX B Additional Representations and Warranties. 1. While it is the intention of the Seller and ▇▇▇▇ Ally Auto that the transfer and assignment contemplated by this Agreement and the First Step Receivables Assignment shall constitute sales of the Purchased Property from the Seller to ▇▇▇▇Ally Auto, this Agreement, the Trust Sale and Servicing Agreement and the Indenture create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Property in favor of ▇▇▇▇Ally Auto, the Trust and the Indenture Trustee, as applicable, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller, ▇▇▇▇ Ally Auto and the Issuing Entity, respectively. 2. All steps necessary to perfect the Seller’s security interest against each Obligor in the property securing the Purchased Property have been taken. 3. Prior to the sale of the Purchased Property to ▇▇▇▇ Ally Auto under this Agreement, the Receivables constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the applicable UCC. 4. The Seller owns and has good and marketable title to the Purchased Property free and clear of any Lien, claim or encumbrance of any Person. 5. The Seller has caused or will have caused, within ten (10) days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Purchased Property granted to ▇▇▇▇ Ally Auto hereunder, the Issuing Entity under the Trust Sale and Servicing Agreement and the Indenture Trustee under the Indenture. 6. Other than the security interest granted to ▇▇▇▇ Ally Auto pursuant to the Basic Documents, the Issuing Entity under the Trust Sale and Servicing Agreement and the Indenture Trustee under the Indenture none of the Seller, ▇▇▇▇ Ally Auto or the Issuing Entity has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Property. None of the Seller, ▇▇▇▇ Ally Auto or the Issuing Entity has authorized the filing of, nor is the Seller aware of, any financing statements against the Seller, ▇▇▇▇ Ally Auto or the Issuing Entity that include a description of collateral covering the Purchased Property other than the financing statements relating to the security interests granted to ▇▇▇▇Ally Auto, the Issuing Entity and the Indenture Trustee under the Basic Documents or any financing statement that has been terminated. The Seller is not aware of any judgment or tax lien filings against the Seller, ▇▇▇▇ Ally Auto or the Issuing Entity. 7. The Custodian has in its possession or with third party vendors all original copies (or, with respect to Receivables that are “electronic chattel paper,” authoritative copies) of the Receivables Files and other documents that constitute or evidence the Receivables and the Purchased Property. The Receivables Files and other documents that constitute or evidence the Purchased Property Receivables that are “tangible chattel paper” do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than ▇▇▇▇. All financing statements filed or to be filed against the Seller in favor of ▇▇▇▇ in connection herewith describing the Receivables contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of ▇▇▇▇.”or

APPENDIX B Additional Representations and Warranties. 1. While it is the intention of the Seller and ▇▇▇▇ Ally Auto that the transfer and assignment contemplated by this Agreement and the First Step Receivables Assignment shall constitute sales of the Purchased Property from the Seller to ▇▇▇▇Ally Auto, this Agreement, the Trust Sale and Servicing Agreement and the Indenture create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Property in favor of ▇▇▇▇Ally Auto, the Trust and the Indenture Trustee, as applicable, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller, ▇▇▇▇ Ally Auto and the Issuing Entity, respectively. 2. All steps necessary to perfect the Seller’s security interest against each Obligor in the property securing the Purchased Property have been taken. 3. Prior to the sale of the Purchased Property to ▇▇▇▇ Ally Auto under this Agreement, the Receivables constitute “tangible chattel paper” within the meaning of the applicable UCC. 4. The Seller owns and has good and marketable title to the Purchased Property free and clear of any Lien, claim or encumbrance of any Person. 5. The Seller has caused or will have caused, within ten (10) days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Purchased Property granted to ▇▇▇▇ Ally Auto hereunder, the Issuing Entity under the Trust Sale and Servicing Agreement and the Indenture Trustee under the Indenture. 6. Other than the security interest granted to ▇▇▇▇ Ally Auto pursuant to the Basic Documents, the Issuing Entity under the Trust Sale and Servicing Agreement and the Indenture Trustee under the Indenture none of the Seller, ▇▇▇▇ Ally Auto or the Issuing Entity has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Property. None of the Seller, ▇▇▇▇ Ally Auto or the Issuing Entity has authorized the filing of, nor is the Seller aware of, any financing statements against the Seller, ▇▇▇▇ Ally Auto or the Issuing Entity that include a description of collateral covering the Purchased Property other than the financing statements relating to the security interests granted to ▇▇▇▇Ally Auto, the Issuing Entity and the Indenture Trustee under the Basic Documents or any financing statement that has been terminated. The Seller is not aware of any judgment or tax lien filings against the Seller, ▇▇▇▇ Ally Auto or the Issuing Entity. 7. The Custodian has in its possession or with third party vendors all original copies of the Receivables Files and other documents that constitute or evidence the Receivables and the Purchased Property. The Receivables Files and other documents that constitute or evidence the Purchased Property do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than ▇▇▇▇. All financing statements filed or to be filed against the Seller in favor of ▇▇▇▇ in connection herewith describing the Receivables contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of ▇▇▇▇Ally Auto.”

APPENDIX B Additional Representations and Warranties. 1. While it is the intention of the Seller and ▇▇▇▇ that the transfer and assignment contemplated by this Agreement and the First Step Receivables Assignment shall constitute sales of the Purchased Property from the Seller to ▇▇▇▇, this Agreement, the Trust Sale and Servicing Agreement and the Indenture create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Property in favor of ▇▇▇▇, the Trust and the Indenture Trustee, as applicable, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller, ▇▇▇▇ and the Issuing Entity, respectively. 2. All steps necessary to perfect the Seller’s security interest against each Obligor in the property securing the Purchased Property have been taken. 3. Prior to the sale of the Purchased Property to ▇▇▇▇ under this Agreement, the Receivables constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the applicable UCC. 4. The Seller owns and has good and marketable title to the Purchased Property free and clear of any Lien, claim or encumbrance of any Person. 5. The Seller has caused or will have caused, within ten (10) days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Purchased Property granted to ▇▇▇▇ hereunder, the Issuing Entity under the Trust Sale and Servicing Agreement and the Indenture Trustee under the Indenture. 6. Other than the security interest granted to ▇▇▇▇ pursuant to the Basic Documents, the Issuing Entity under the Trust Sale and Servicing Agreement and the Indenture Trustee under the Indenture none of the Seller, ▇▇▇▇ or the Issuing Entity has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Property. None of the Seller, ▇▇▇▇ or the Issuing Entity has authorized the filing of, nor is the Seller aware of, any financing statements against the Seller, ▇▇▇▇ or the Issuing Entity that include a description of collateral covering the Purchased Property other than the financing statements relating to the security interests granted to ▇▇▇▇, the Issuing Entity and the Indenture Trustee under the Basic Documents or any financing statement that has been terminated. The Seller is not aware of any judgment or tax lien filings against the Seller, ▇▇▇▇ or the Issuing Entity. 7. The Custodian has in its possession or with third party vendors all original copies (or, with respect to Receivables that are “electronic chattel paper,” authoritative copies) of the Receivables Files and other documents that constitute or evidence the Receivables and the Purchased Property. The Receivables Files and other documents that constitute or evidence the Purchased Property for Receivables that are “tangible chattel paper” do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than ▇▇▇▇. All financing statements filed or to be filed against the Seller in favor of ▇▇▇▇ in connection herewith describing the Receivables contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of ▇▇▇▇.”

APPENDIX B Additional Representations and Warranties. 1. While it is the intention of the Seller and ▇▇▇▇ Ally Auto that the transfer and assignment contemplated by this Agreement and the First Step Receivables Assignment shall constitute sales of the Purchased Property from the Seller to ▇▇▇▇Ally Auto, this Agreement, the Trust Sale and Servicing Agreement and the Indenture create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Property in favor of ▇▇▇▇Ally Auto, the Trust and the Indenture Trustee, as applicable, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller, ▇▇▇▇ Ally Auto and the Issuing Entity, respectively. 2. All steps necessary to perfect the Seller’s security interest against each Obligor in the property securing the Purchased Property have been taken. 3. Prior to the sale of the Purchased Property to ▇▇▇▇ Ally Auto under this Agreement, the Receivables constitute “tangible chattel paper” within the meaning of the applicable UCC. 4. The Seller owns and has good and marketable title to the Purchased Property free and clear of any Lien, claim or encumbrance of any Person. 5. The Seller has caused or will have caused, within ten (10) days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Purchased Property granted to ▇▇▇▇ Ally Auto hereunder, the Issuing Entity under the Trust Sale and Servicing Agreement and the Indenture Trustee under the Indenture. 6. Other than the security interest granted to ▇▇▇▇ Ally Auto pursuant to the Basic Documents, the Issuing Entity under the Trust Sale and Servicing Agreement and the Indenture Trustee under the Indenture none of the Seller, ▇▇▇▇ Ally Auto or the Issuing Entity has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Property. None of the Seller, ▇▇▇▇ Ally Auto or the Issuing Entity has authorized the filing of, nor is the Seller aware of, any financing statements against the Seller, ▇▇▇▇ Ally Auto or the Issuing Entity that include a description of collateral covering the Purchased Property other than the financing statements relating to the security interests granted to ▇▇▇▇Ally Auto, the Issuing Entity and the Indenture Trustee under the Basic Documents or any financing statement that has been terminated. The Seller is not aware of any judgment or tax lien filings against the Seller, ▇▇▇▇ Ally Auto or the Issuing Entity. 7. The Custodian has in its possession or with third party vendors all original copies of the Receivables Files and other documents that constitute or evidence the Receivables and the Purchased Property. The Receivables Files and other documents that constitute or evidence the Purchased Property do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than ▇▇▇▇Ally Auto. All financing statements filed or to be filed against the Seller in favor of ▇▇▇▇ Ally Auto in connection herewith describing the Receivables contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of ▇▇▇▇Ally Auto.”

APPENDIX B Additional Representations and Warranties. 1. While it is the intention of the Seller and ▇▇▇▇ that the transfer and assignment contemplated by this Agreement and the First Step Receivables Assignment shall constitute sales of the Purchased Property from the Seller to ▇▇▇▇, this Agreement, the Trust Sale and Servicing Agreement and the Indenture create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Property in favor of ▇▇▇▇, the Trust and the Indenture Trustee, as applicable, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller, ▇▇▇▇ and the Issuing Entity, respectively. 2. All steps necessary to perfect the Seller’s security interest against each Obligor in the property securing the Purchased Property have been taken. 3. Prior to the sale of the Purchased Property to ▇▇▇▇ under this Agreement, the Receivables constitute “tangible chattel paper” within the meaning of the applicable UCC. 4. The Seller owns and has good and marketable title to the Purchased Property free and clear of any Lien, claim or encumbrance of any Person. 5. The Seller has caused or will have caused, within ten (10) days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Purchased Property granted to ▇▇▇▇ hereunder, the Issuing Entity under the Trust Sale and Servicing Agreement and the Indenture Trustee under the Indenture. 6. Other than the security interest granted to ▇▇▇▇ pursuant to the Basic Documents, the Issuing Entity under the Trust Sale and Servicing Agreement and the Indenture Trustee under the Indenture none of the Seller, ▇▇▇▇ or the Issuing Entity has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Property. None of the Seller, ▇▇▇▇ or the Issuing Entity has authorized the filing of, nor is the Seller aware of, any financing statements against the Seller, ▇▇▇▇ or the Issuing Entity that include a description of collateral covering the Purchased Property other than the financing statements relating to the security interests granted to ▇▇▇▇, the Issuing Entity and the Indenture Trustee under the Basic Documents or any financing statement that has been terminated. The Seller is not aware of any judgment or tax lien filings against the Seller, ▇▇▇▇ or the Issuing Entity. 7. The Custodian has in its possession or with third party vendors all original copies of the Receivables Files and other documents that constitute or evidence the Receivables and the Purchased Property. The Receivables Files and other documents that constitute or evidence the Purchased Property do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than ▇▇▇▇. All financing statements filed or to be filed against the Seller in favor of ▇▇▇▇ in connection herewith describing the Receivables contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of ▇▇▇▇.”

APPENDIX B Additional Representations and Warranties. 1. While it is the intention of the Seller and ▇▇▇▇ Ally Auto that the transfer and assignment contemplated by this Agreement and the First Step Receivables Assignment shall constitute sales of the Purchased Property from the Seller to ▇▇▇▇Ally Auto, this Agreement, the Trust Sale and Servicing Agreement and the Indenture create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Property in favor of ▇▇▇▇Ally Auto, the Trust and the Indenture Trustee, as applicable, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller, ▇▇▇▇ Ally Auto and the Issuing Entity, respectively. 2. All steps necessary to perfect the Seller’s security interest against each Obligor in the property securing the Purchased Property have been taken. 3. Prior to the sale of the Purchased Property to ▇▇▇▇ Ally Auto under this Agreement, the Receivables constitute “tangible chattel paper” within the meaning of the applicable UCC. 4. The Seller owns and has good and marketable title to the Purchased Property free and clear of any Lien, claim or encumbrance of any Person. 5. The Seller has caused or will have caused, within ten (10) days, the filing of all appropriate financing statements in the proper filing office offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Purchased Property granted to ▇▇▇▇ Ally Auto hereunder, the Issuing Entity under the Trust Sale and Servicing Agreement and the Indenture Trustee under the Indenture. 6. Other than the security interest granted to ▇▇▇▇ Ally Auto pursuant to the Basic Documents, the Issuing Entity under the Trust Sale and Servicing Agreement and the Indenture Trustee under the Indenture none of the Seller, ▇▇▇▇ Ally Auto or the Issuing Entity has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Property. None of the Seller, ▇▇▇▇ Ally Auto or the Issuing Entity has authorized the filing of, nor is the Seller aware of, any financing statements against the Seller, ▇▇▇▇ Ally Auto or the Issuing Entity that include a description of collateral covering the Purchased Property other than the financing statements relating to the security interests granted to ▇▇▇▇Ally Auto, the Issuing Entity and the Indenture Trustee under the Basic Documents or any financing statement that has been terminated. The Seller is not aware of any judgment or tax lien filings against the Seller, ▇▇▇▇ Ally Auto or the Issuing Entity. 7. The Custodian has in its possession or with third party vendors all original copies of the Receivables Files and other documents that constitute or evidence the Receivables and the Purchased Property. The Receivables Files and other documents that constitute or evidence the Purchased Property do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than ▇▇▇▇Ally Auto. All financing statements filed or to be filed against the Seller in favor of ▇▇▇▇ Ally Auto in connection herewith describing the Receivables contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of ▇▇▇▇Ally Auto.”