Common use of Liabilities of Servicer and Others Clause in Contracts

Liabilities of Servicer and Others. 21 SECTION 6.01 Liability of Servicer; Indemnities 21 SECTION 6.02 Merger or Consolidation of, or Assumption of the Obligations of the Servicer 22 SECTION 6.03 Limitation on Liability of Servicer and Others 23 SECTION 6.04 Delegation of Duties 24 SECTION 6.05 Servicer Not to Resign 24 ARTICLE VII DEFAULT 24 SECTION 7.01 Servicer Defaults 24 SECTION 7.02 Consequences of a Servicer Default 25 SECTION 7.03 Indenture Trustee to Act; Appointment of Successor 26 SECTION 7.04 Notification to Noteholders and Certificateholders 26 SECTION 7.05 Waiver of Past Defaults 26 ARTICLE VIII TERMINATION 26 SECTION 8.01 Optional Purchase of All Receivables; Insolvency of the Depositor; Termination of Trust 26 ARTICLE IX CUSTODIAN 29 SECTION 9.01 Custody of Receivable Files 29 ARTICLE X MISCELLANEOUS PROVISIONS 30 SECTION 10.01 Amendment 30 SECTION 10.02 Protection of Title to Trust 31 SECTION 10.03 Survival 33 SECTION 10.04 Notices 33 SECTION 10.05 Governing Law 33 SECTION 10.06 Waivers 33 SECTION 10.07 Headings 33 SECTION 10.08 Counterparts 33 SECTION 10.09 Severability of Provisions 33 SECTION 10.10 Third-Party Beneficiaries 33 SECTION 10.11 Assignment 34 SECTION 10.12 No Petition Covenants 34 SECTION 10.13 Tax Treatment 34 SECTION 10.14 Furnishing Documents 34 SECTION 10.15 Information to Be Provided by the Indenture Trustee 34 SECTION 10.16 Limitation of Liability of Indenture Trustee and Owner Trustee 36 SCHEDULE A Schedule of Receivables APPENDIX A Definitions and Rules of Construction APPENDIX B Notice Addresses and Procedure THIS SERVICING AGREEMENT, dated as of January 31, 2017, is 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 2017-1, a Delaware statutory trust (the “Issuing Entity”).

Liabilities of Servicer and Others. 21 SECTION 6.01 Liability of Servicer; Indemnities 21 SECTION 6.02 Merger or Consolidation of, or Assumption of the Obligations of the Servicer 22 SECTION 6.03 Limitation on Liability of Servicer and Others 23 SECTION 6.04 Delegation of Duties 24 SECTION 6.05 Servicer Not to Resign 24 ARTICLE VII DEFAULT 24 SECTION 7.01 Servicer Defaults 24 SECTION 7.02 Consequences of a Servicer Default 25 SECTION 7.03 Indenture Trustee to Act; Appointment of Successor 26 SECTION 7.04 Notification to Noteholders and Certificateholders 26 SECTION 7.05 Waiver of Past Defaults 26 ARTICLE VIII TERMINATION 2628 Page SECTION Section 8.01 Optional Purchase of All Receivables; Insolvency of the Depositor; Termination of Trust 26 ARTICLE IX CUSTODIAN 29 SECTION 34 Section 9.01 Custody of Receivable Files 29 ARTICLE X MISCELLANEOUS PROVISIONS 30 SECTION 10.01 Amendment 30 SECTION 10.02 37 Section 9.02 Protection of Title to Trust 31 SECTION 10.03 Survival 33 SECTION 10.04 38 Section 9.03 Notices 33 SECTION 10.05 Governing Law 33 SECTION 10.06 Waivers 33 SECTION 10.07 Headings 33 SECTION 10.08 Counterparts 33 SECTION 10.09 40 Section 9.04 GOVERNING LAW 40 Section 9.05 Severability of Provisions 33 SECTION 10.10 40 Section 9.06 Assignment 40 Section 9.07 Third-Party Beneficiaries 33 SECTION 10.11 41 Section 9.08 Separate Counterparts 41 Section 9.09 Headings and Cross-References 41 Section 9.10 Assignment 34 SECTION 10.12 to Indenture Trustee 41 Section 9.11 No Petition Covenants 34 SECTION 10.13 Tax Treatment 34 SECTION 10.14 Furnishing Documents 34 SECTION 10.15 Information to Be Provided by the Indenture Trustee 34 SECTION 10.16 41 Section 9.12 Limitation of Liability of Indenture Trustee and Owner Trustee 36 SCHEDULE 41 Section 9.13 Tax Treatment 42 Section 9.14 Furnishing Documents 42 Section 9.15 Information to Be Provided by the Indenture Trustee 42 EXHIBIT A Schedule of Receivables EXHIBIT B Form of Second Step [Initial] Receivables Assignment [EXHIBIT C Form of Second Step Additional Receivables Assignment] [EXHIBIT D Form of Officer’s Certificate] EXHIBIT [E] Additional Representations and Warranties APPENDIX A Definitions and Rules of Construction APPENDIX B Notice Notices Addresses and Procedure Procedures THIS TRUST SALE AND SERVICING AGREEMENT, dated AGREEMENT is made as of January 31[ ], 2017, is 20[ ] by and among ALLY FINANCIAL INC.GMAC LLC, a Delaware corporation limited liability company (generally, “Ally Financial” whichGMAC”, and in its capacity as seller of the Receivables specified in the Pooling and Servicing Agreement described below, the “Seller”, in its capacity as servicer Custodian under this the Custodian Agreement, is referred to the “Custodian” and in its capacity as Servicer under the Pooling and Servicing Agreement described below, the “Servicer”), ALLY CAPITAL AUTO ASSETS RECEIVABLES LLC, a Delaware limited liability company (the “Depositor”), and ALLY CAPITAL AUTO RECEIVABLES ASSET TRUST 2017-1[ ], a Delaware statutory trust (the “Issuing Entity”).