ADMINISTRATION AGREEMENT AMONG ALLY AUTO RECEIVABLES TRUST 2022-3, ISSUING ENTITY, ALLY BANK, ADMINISTRATOR AND INDENTURE TRUSTEE DATED AS OF DECEMBER 14, 2022Administration Agreement • December 14th, 2022 • Ally Auto Receivables Trust 2022-3 • Asset-backed securities • New York
ADMINISTRATION AGREEMENT, dated as of December 14, 2022, is among ALLY AUTO RECEIVABLES TRUST 2022-3, a Delaware statutory trust, as issuer (the “Issuing Entity”), ALLY BANK, a Utah chartered bank, as administrator (“Ally Bank” or the “Administrator”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”).
ALLY AUTO RECEIVABLES TRUST 2022-3 $323,000,000 Asset Backed Notes, Class A-2 $323,000,000 Asset Backed Notes, Class A-3 $71,120,000 Asset Backed Notes, Class A-4 ALLY AUTO ASSETS LLC (DEPOSITOR) ALLY BANK (SPONSOR) UNDERWRITING AGREEMENT December 6, 2022Underwriting Agreement • December 8th, 2022 • Ally Auto Receivables Trust 2022-3 • Asset-backed securities • New York
Ally Auto Receivables Trust 2022-3 (the “Trust”) will issue to Ally Auto Assets LLC, a Delaware limited liability company (the “Depositor”), $216,000,000 aggregate principal balance of Class A-1 Asset Backed Notes (the “Class A-1 Notes”), $323,000,000 aggregate principal balance of Class A-2 Asset Backed Notes (the “Class A-2 Notes”), $323,000,000 aggregate principal balance of Class A-3 Asset Backed Notes (the “Class A-3 Notes”), $71,120,000 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”), $20,760,000 aggregate principal balance of Class B Asset Backed Notes (the “Class B Notes”), $17,300,000 aggregate principal balance of Class C Asset Backed Notes (the “Class C Notes”) and $12,850,000 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 2022-3 DATED AS OF DECEMBER 14, 2022Servicing Agreement • December 14th, 2022 • Ally Auto Receivables Trust 2022-3 • Asset-backed securities • New York
THIS SERVICING AGREEMENT, dated as of December 14, 2022, 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 2022-3, a Delaware statutory trust (the “Issuing Entity”).
POOLING AGREEMENT BETWEEN ALLY AUTO ASSETS LLC AND ALLY BANK DATED AS OF DECEMBER 14, 2022Pooling Agreement • December 14th, 2022 • Ally Auto Receivables Trust 2022-3 • Asset-backed securities • New York
THIS POOLING AGREEMENT, dated as of December 14, 2022, 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 2022-3 ISSUING ENTITY DATED AS OF DECEMBER 14, 2022Trust Sale Agreement • December 14th, 2022 • Ally Auto Receivables Trust 2022-3 • Asset-backed securities • New York
THIS TRUST SALE AGREEMENT is made as of December 14, 2022 between ALLY AUTO ASSETS LLC, a Delaware limited liability company (the “Depositor”), and ALLY AUTO RECEIVABLES TRUST 2022-3, 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 DECEMBER 14, 2022Trust Agreement • December 14th, 2022 • Ally Auto Receivables Trust 2022-3 • Asset-backed securities • Delaware
TRUST AGREEMENT, dated as of December 14, 2022, 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 AGREEMENTAsset Representations Review Agreement • December 14th, 2022 • Ally Auto Receivables Trust 2022-3 • Asset-backed securities • New York
ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of December 14, 2022 (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 2022-3, a Delaware statutory trust (the “Trust”).
SECURITIES ACCOUNT CONTROL AGREEMENT among ALLY AUTO RECEIVABLES TRUST 2022-3, as Issuing Entity, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, in its capacity as Indenture Trustee and U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary Dated...Securities Account Control Agreement • December 14th, 2022 • Ally Auto Receivables Trust 2022-3 • Asset-backed securities • New York
SECURITIES ACCOUNT CONTROL AGREEMENT (this “Agreement”), dated as of December 14, 2022, among ALLY AUTO RECEIVABLES TRUST 2022-3, as the Issuing Entity (the “Issuing Entity”), U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary (the “Securities Intermediary”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, in its capacity as Indenture Trustee (the “Secured Party”).
CUSTODIAN AGREEMENT BETWEEN ALLY BANK, CUSTODIAN AND ALLY AUTO ASSETS LLC, DEPOSITOR DATED AS OF DECEMBER 14, 2022Custodian Agreement • December 14th, 2022 • Ally Auto Receivables Trust 2022-3 • Asset-backed securities • New York
This CUSTODIAN AGREEMENT, dated as of December 14, 2022, 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”).
