Pooling Agreement (2017)Full Document 

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POOLING AGREEMENT

BETWEEN

ALLY AUTO ASSETS LLC

AND

ALLY BANK

DATED AS OF MARCH 29, 2017


TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

1

SECTION 1.01

Definitions

1

SECTION 1.02

Owner of a Receivable

1

ARTICLE II PURCHASE AND SALE OF RECEIVABLES

2

SECTION 2.01

Purchase and Sale of Receivables

2

SECTION 2.02

Receivables Purchase Price

3

SECTION 2.03

The Closing

3

ARTICLE III REPRESENTATIONS AND WARRANTIES

3

SECTION 3.01

Representations and Warranties as to the Receivables

3

SECTION 3.02

Representations and Warranties as to the Pool of Receivables

6

SECTION 3.03

Additional Representations and Warranties of the Seller

6

SECTION 3.04

Representations and Warranties of Ally Auto

7

ARTICLE IV ADDITIONAL AGREEMENTS

9

SECTION 4.01

Conflicts With Further Transfer Agreements

9

SECTION 4.02

Protection of Title

9

SECTION 4.03

Other Liens or Interests

9

SECTION 4.04

Repurchase or Substitution of Receivables

9

SECTION 4.05

Indemnification

11

SECTION 4.06

Further Assignments

11

SECTION 4.07

Pre-Closing Collections

11

SECTION 4.08

Compliance with the FDIC Rule

12

SECTION 4.09

Asset Representations Review

12

ARTICLE V CONDITIONS

12

SECTION 5.01

Conditions to Obligation of Ally Auto

12

SECTION 5.02

Conditions to Obligation of the Seller

13

ARTICLE VI MISCELLANEOUS PROVISIONS

13

SECTION 6.01

Amendment

13

SECTION 6.02

Survival

13

SECTION 6.03

Notices

13

SECTION 6.04

Governing Law

14

SECTION 6.05

Waivers

14

SECTION 6.06

Costs and Expenses

14

SECTION 6.07

Confidential Information

14

SECTION 6.08

Headings

14

SECTION 6.09

Counterparts

14

SECTION 6.10

No Petition Covenant

14

SECTION 6.11

Limitations on Rights of Others

14

SECTION 6.12

Merger and Consolidation of the Seller or Ally Auto

15

SECTION 6.13

Assignment

15

SECTION 6.14

Official Record 15

i


EXHIBIT A

Form of First Step Receivables Assignment

SCHEDULE A Schedule of Receivables
APPENDIX A Definitions, Rules of Construction and Notices
APPENDIX B Additional Representations and Warranties

ii


THIS POOLING AGREEMENT, dated as of March 29, 2017, is between ALLY AUTO ASSETS LLC, a Delaware limited liability company ("Ally Auto"), and ALLY BANK, a Utah chartered bank (the "Seller").

WHEREAS, Ally Auto desires to purchase on the date hereof a portfolio of automobile and light truck retail instalment sale contracts, direct purchase money loans and related rights owned by the Seller;

WHEREAS, the Seller is willing to sell on the date hereof such contracts and related rights to Ally Auto;

WHEREAS, Ally Auto may wish to sell or otherwise transfer on the date hereof such contracts and related rights, or interests therein, to a trust, corporation, partnership or other entity (any such entity being the "Issuing Entity"); and

WHEREAS, the Issuing Entity may issue debentures, notes, participations, certificates of beneficial interest, partnership interests or other interests or securities (collectively, any such issued interests or securities being "Securities") to fund its acquisition of such contracts and related rights.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01 Definitions. Certain capitalized terms used in this Agreement are defined in and shall have the respective meanings assigned to them in Part I of Appendix A to this Agreement. All references herein to "the Agreement" or "this Agreement" are to this Pooling Agreement as it may be amended,

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