0001193125-17-261095 Sample Contracts

ADMINISTRATION AGREEMENT AMONG ALLY AUTO RECEIVABLES TRUST 2017-4, ISSUING ENTITY, ALLY BANK, ADMINISTRATOR AND DEUTSCHE BANK TRUST COMPANY AMERICAS, INDENTURE TRUSTEE DATED AS OF AUGUST 23, 2017
Administration Agreement • August 17th, 2017 • Ally Auto Receivables Trust 2017-4 • Asset-backed securities • New York

ADMINISTRATION AGREEMENT, dated as of August 23, 2017, is among ALLY AUTO RECEIVABLES TRUST 2017-4, 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 AUGUST 23, 2017
Custodian Agreement • August 17th, 2017 • Ally Auto Receivables Trust 2017-4 • Asset-backed securities • New York

This CUSTODIAN AGREEMENT, dated as of August 23, 2017, 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 2017-4 $280,000,000 Asset Backed Notes, Class A-1 $337,000,000 Asset Backed Notes, Class A-2 $337,000,000 Asset Backed Notes, Class A-3 $91,830,000 Asset Backed Notes, Class A-4 ALLY AUTO ASSETS LLC (DEPOSITOR) ALLY BANK...
Underwriting Agreement • August 17th, 2017 • Ally Auto Receivables Trust 2017-4 • Asset-backed securities • New York

Ally Auto Receivables Trust 2017-4 (the “Trust”) will issue to Ally Auto Assets LLC, a Delaware limited liability company (the “Depositor”), $280,000,000 aggregate principal balance of Class A-1 Asset Backed Notes (the “Class A-1 Notes”), $337,000,000 aggregate principal balance of Class A-2 Asset Backed Notes (the “Class A-2 Notes”), $337,000,000 aggregate principal balance of Class A-3 Asset Backed Notes (the “Class A-3 Notes”), $91,830,000 aggregate principal balance of Class A-4 Asset Backed Notes (the “Class A-4 Notes” and together with the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes, the “Class A Notes”), $23,270,000 aggregate principal balance of Class B Asset Backed Notes (the “Class B Notes”), $19,390,000 aggregate principal balance of Class C Asset Backed Notes (the “Class C Notes”) and $14,400,000 aggregate principal balance of Class D Asset Backed Notes (the “Class D Notes” together with the Class A Notes, the Class B Notes and the Class C Notes, the “Notes”). The

SERVICING AGREEMENT AMONG ALLY BANK ALLY AUTO ASSETS LLC AND ALLY AUTO RECEIVABLES TRUST 2017-4 DATED AS OF AUGUST 23, 2017
Servicing Agreement • August 17th, 2017 • Ally Auto Receivables Trust 2017-4 • Asset-backed securities • New York

THIS SERVICING AGREEMENT, dated as of August 23, 2017, 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 2017-4, a Delaware statutory trust (the “Issuing Entity”).

POOLING AGREEMENT BETWEEN ALLY AUTO ASSETS LLC AND ALLY BANK DATED AS OF AUGUST 23, 2017
Pooling Agreement • August 17th, 2017 • Ally Auto Receivables Trust 2017-4 • Asset-backed securities • New York

THIS POOLING AGREEMENT, dated as of August 23, 2017, 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 2017-4 ISSUING ENTITY DATED AS OF AUGUST 23, 2017
Trust Sale Agreement • August 17th, 2017 • Ally Auto Receivables Trust 2017-4 • Asset-backed securities • New York

THIS TRUST SALE AGREEMENT is made as of August 23, 2017 between ALLY AUTO ASSETS LLC, a Delaware limited liability company (the “Depositor”), and ALLY AUTO RECEIVABLES TRUST 2017-4, a Delaware statutory trust (the “Issuing Entity”).

TRUST AGREEMENT BETWEEN ALLY AUTO ASSETS LLC, DEPOSITOR AND BNY MELLON TRUST OF DELAWARE, OWNER TRUSTEE DATED AS OF AUGUST 23, 2017
Trust Agreement • August 17th, 2017 • Ally Auto Receivables Trust 2017-4 • Asset-backed securities • Delaware

TRUST AGREEMENT, dated as of August 23, 2017, 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 • August 17th, 2017 • Ally Auto Receivables Trust 2017-4 • Asset-backed securities • New York

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of August 23, 2017 (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 2017-4, a Delaware statutory trust (the “Trust”).

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