Ally Auto Receivables Trust 2018-2 Sample Contracts

ADMINISTRATION AGREEMENT AMONG ALLY AUTO RECEIVABLES TRUST 2018-2, ISSUING ENTITY, ALLY BANK, ADMINISTRATOR AND DEUTSCHE BANK TRUST COMPANY AMERICAS, INDENTURE TRUSTEE DATED AS OF APRIL 30, 2018
Administration Agreement • April 30th, 2018 • Ally Auto Receivables Trust 2018-2 • Asset-backed securities • New York

ADMINISTRATION AGREEMENT, dated as of April 30, 2018, is among ALLY AUTO RECEIVABLES TRUST 2018-2, a Delaware statutory trust, as issuer (the “Issuing Entity”), ALLY BANK, a Utah chartered bank, as administrator (“Ally Bank” 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”).

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CUSTODIAN AGREEMENT BETWEEN ALLY BANK, CUSTODIAN AND ALLY AUTO ASSETS LLC, DEPOSITOR DATED AS OF APRIL 30, 2018
Custodian Agreement • April 25th, 2018 • Ally Auto Receivables Trust 2018-2 • Asset-backed securities • New York

This CUSTODIAN AGREEMENT, dated as of April 30, 2018, 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 2018-2 $283,000,000 Asset Backed Notes, Class A-1 $373,920,000 Asset Backed Notes, Class A-2 $323,920,000 Asset Backed Notes, Class A-3 $75,000,000 Asset Backed Notes, Class A-4 ALLY AUTO ASSETS LLC (DEPOSITOR) ALLY BANK...
Underwriting Agreement • April 25th, 2018 • Ally Auto Receivables Trust 2018-2 • Asset-backed securities • New York

Ally Auto Receivables Trust 2018-2 (the “Trust”) will issue to Ally Auto Assets LLC, a Delaware limited liability company (the “Depositor”), $283,000,000 aggregate principal balance of Class A-1 Asset Backed Notes (the “Class A-1 Notes”), $373,920,000 aggregate principal balance of Class A-2 Asset Backed Notes (the “Class A-2 Notes”), $323,920,000 aggregate principal balance of Class A-3 Asset Backed Notes (the “Class A-3 Notes”), $75,000,000 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”), $22,370,000 aggregate principal balance of Class B Asset Backed Notes (the “Class B Notes”), $17,340,000 aggregate principal balance of Class C Asset Backed Notes (the “Class C Notes”) and $12,300,000 aggregate principal balance of Class D Asset Backed Notes (the “Class D Notes” and, together with the Class A Notes, the Class B Notes and the Class C Notes, the

SERVICING AGREEMENT AMONG ALLY BANK ALLY AUTO ASSETS LLC AND ALLY AUTO RECEIVABLES TRUST 2018-2 DATED AS OF APRIL 30, 2018
Servicing Agreement • April 30th, 2018 • Ally Auto Receivables Trust 2018-2 • Asset-backed securities • New York

THIS SERVICING AGREEMENT, dated as of April 30, 2018, 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 2018-2, a Delaware statutory trust (the “Issuing Entity”).

POOLING AGREEMENT BETWEEN ALLY AUTO ASSETS LLC AND ALLY BANK DATED AS OF APRIL 30, 2018
Pooling Agreement • April 30th, 2018 • Ally Auto Receivables Trust 2018-2 • Asset-backed securities • New York

THIS POOLING AGREEMENT, dated as of April 30, 2018, 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 2018-2 ISSUING ENTITY DATED AS OF APRIL 30, 2018
Trust Sale Agreement • April 30th, 2018 • Ally Auto Receivables Trust 2018-2 • Asset-backed securities • New York

THIS TRUST SALE AGREEMENT is made as of April 30, 2018 between ALLY AUTO ASSETS LLC, a Delaware limited liability company (the “Depositor”), and ALLY AUTO RECEIVABLES TRUST 2018-2, 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 APRIL 30, 2018
Trust Agreement • April 30th, 2018 • Ally Auto Receivables Trust 2018-2 • Asset-backed securities • Delaware

TRUST AGREEMENT, dated as of April 30, 2018, 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 • April 30th, 2018 • Ally Auto Receivables Trust 2018-2 • Asset-backed securities • New York

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of April 30, 2018 (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 2018-2, a Delaware statutory trust (the “Trust”).

ASSET REPRESENTATIONS REVIEW AGREEMENT
Asset Representations Review Agreement • April 25th, 2018 • Ally Auto Receivables Trust 2018-2 • Asset-backed securities • New York

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of April 30, 2018 (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 2018-2, a Delaware statutory trust (the “Trust”).

CUSTODIAN AGREEMENT BETWEEN ALLY BANK, CUSTODIAN AND ALLY AUTO ASSETS LLC, DEPOSITOR DATED AS OF APRIL 30, 2018
Custodian Agreement • April 30th, 2018 • Ally Auto Receivables Trust 2018-2 • Asset-backed securities • New York

This CUSTODIAN AGREEMENT, dated as of April 30, 2018, 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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