substance reasonably acceptable to the Representatives, and (iii) an opinion of Robert A. Harris, General Counsel of the Asset Representations Reviewer, regarding certain corporate matters relating to the Asset Representations Reviewer, each dated the Closing Date.
(e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of Mayer Brown LLP, special counsel to Ally Bank and the Depositor.
(f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package, as of the date hereof, and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of Orrick, Herrington & Sutcliffe LLP, counsel for the Underwriters.
(g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Trust Sale Agreement, the Servicing Agreement, the Trust Agreement and the Pooling Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date.
(h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities (which shall not affect the Depositors right to offer, sell, contract to sell or otherwise dispose of the Class B Notes, the Class C Notes, the Class D Notes or the Certificates, other than to the extent retained to comply with the Credit Risk Retention Rules) with respect to the assets of the Trust without the Representatives prior written consent.
(i) On the Closing Date, the Class B Notes, the Class C Notes, the Class D Notes and the Certificates shall have been issued by the Trust.
(j) The Depositor shall have received the ratings letters that assign the ratings to the Offered Notes specified in the Ratings Free Writing Prospectus.
The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.
8. Indemnification and Contribution.
(a) The Depositor and Ally Bank, jointly and severally, agree to indemnify and hold harmless the Underwriters and each person, if any, who controls an Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Road Show and any Form ABS-15G (taken as a whole, together with the Disclosure Package), the Disclosure Package or the Final Prospectus (as amended or supplemented pursuant to Section 6(e) if the Depositor shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission