Ally Auto Receivables Trust 2012-2 Sample Contracts

TRUST AGREEMENT BETWEEN ALLY AUTO ASSETS LLC, DEPOSITOR AND BNY MELLON TRUST OF DELAWARE, OWNER TRUSTEE DATED AS OF MARCH 14, 2012
Trust Agreement • March 14th, 2012 • Ally Auto Receivables Trust 2012-2 • Asset-backed securities • Delaware

TRUST AGREEMENT, dated as of March 14, 2012, 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”).

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ADMINISTRATION AGREEMENT AMONG ALLY AUTO RECEIVABLES TRUST 2012-2, ISSUING ENTITY, ALLY FINANCIAL INC., ADMINISTRATOR AND DEUTSCHE BANK TRUST COMPANY AMERICAS, INDENTURE TRUSTEE DATED AS OF MARCH 14, 2012
Administration Agreement • March 14th, 2012 • Ally Auto Receivables Trust 2012-2 • Asset-backed securities • New York

ADMINISTRATION AGREEMENT, dated as of March 14, 2012, among ALLY AUTO RECEIVABLES TRUST 2012-2, a Delaware statutory trust, as issuer (the “Issuing Entity”), ALLY FINANCIAL INC., a Delaware corporation, as administrator (“Ally Financial” or the “Administrator”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”).

CUSTODIAN AGREEMENT BETWEEN ALLY FINANCIAL INC., CUSTODIAN AND ALLY AUTO ASSETS LLC, DEPOSITOR DATED AS OF MARCH 14, 2012
Custodian Agreement • March 14th, 2012 • Ally Auto Receivables Trust 2012-2 • Asset-backed securities • New York

This CUSTODIAN AGREEMENT, dated as of March 14, 2012, is made between ALLY FINANCIAL INC., a Delaware corporation, as custodian (“Ally Financial” or the “Custodian”), and ALLY AUTO ASSETS LLC, a Delaware limited liability company, as depositor (the “Depositor”).

ALLY AUTO RECEIVABLES TRUST 2012-2 $421,000,000 Asset Backed Notes, Class A-1 $573,000,000 Asset Backed Notes, Class A-2 $573,000,000 Asset Backed Notes, Class A-3 $133,440,000 Asset Backed Notes, Class A-4 ALLY AUTO ASSETS LLC (DEPOSITOR) ALLY BANK...
Underwriting Agreement • March 9th, 2012 • Ally Auto Receivables Trust 2012-2 • Asset-backed securities • New York

Ally Auto Assets LLC, a Delaware limited liability company (the “Depositor”), proposes to sell to the Underwriters $421,000,000 aggregate principal balance of Class A-1 Asset Backed Notes (the “Class A-1 Notes”), $573,000,000 aggregate principal balance of Class A-2 Asset Backed Notes (the “Class A-2 Notes”), $573,000,000 aggregate principal balance of Class A-3 Asset Backed Notes (the “Class A-3 Notes”), and $133,440,000 aggregate principal balance of Class A-4 Asset Backed Notes (the “Class A-4 Notes”, and together with Class A-1 Notes, Class A-2 Notes and the Class A-3 Notes, the “Offered Notes”) of the Ally Auto Receivables Trust 2012-2 (the “Trust”), to be issued pursuant to an indenture, to be dated as of the Closing Date (as defined below) (as amended and supplemented from time to time, the “Indenture”), between the Trust and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”). The Trust is also issuing concurrently with the Offered Notes $63,620

SERVICING AGREEMENT AMONG ALLY FINANCIAL INC. ALLY AUTO ASSETS LLC AND ALLY AUTO RECEIVABLES TRUST 2012-2 DATED AS OF MARCH 14, 2012
Servicing Agreement • March 14th, 2012 • Ally Auto Receivables Trust 2012-2 • Asset-backed securities • New York

THIS SERVICING AGREEMENT, dated as of March 14, 2012, among ALLY FINANCIAL INC., a Delaware corporation (“Ally Financial” 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 2012-2, a Delaware statutory trust (the “Issuing Entity”).

POOLING AGREEMENT BETWEEN ALLY AUTO ASSETS LLC AND ALLY BANK DATED AS OF MARCH 14, 2012
Pooling Agreement • March 14th, 2012 • Ally Auto Receivables Trust 2012-2 • Asset-backed securities • New York

THIS POOLING AGREEMENT, dated as of March 14, 2012, 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 2012-2 ISSUING ENTITY DATED AS OF MARCH 14, 2012
Trust Sale Agreement • March 14th, 2012 • Ally Auto Receivables Trust 2012-2 • Asset-backed securities • New York

THIS TRUST SALE AGREEMENT is made as of March 14, 2012 between ALLY AUTO ASSETS LLC, a Delaware limited liability company (the “Depositor”), and ALLY AUTO RECEIVABLES TRUST 2012-2, a Delaware statutory trust (the “Issuing Entity”).

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