TRUST AGREEMENT AMONG ALLY WHOLESALE ENTERPRISES LLC DEPOSITOR HSBC BANK USA, NATIONAL ASSOCIATION OWNER TRUSTEE AND HSBC TRUST COMPANY (DELAWARE), NATIONAL ASSOCIATION DELAWARE TRUSTEE DATED AS OF FEBRUARY 12, 2010Trust Agreement • May 24th, 2010 • Ally Wholesale Enterprises LLC • Delaware
THIS TRUST AGREEMENT, dated as of February 12, 2010, among ALLY WHOLESALE ENTERPRISES LLC, a Delaware limited liability company, as depositor (the “Depositor”), HSBC BANK USA, NATIONAL ASSOCIATION, as trustee (as trustee and not in its individual capacity, the “Owner Trustee”) and HSBC TRUST COMPANY (DELAWARE), NATIONAL ASSOCIATION, as Delaware trustee (the “Delaware Trustee”).
ADMINISTRATION AGREEMENT among ALLY MASTER OWNER TRUST Issuing Entity and GMAC INC. Administrator and WELLS FARGO BANK, NATIONAL ASSOCIATION Indenture Trustee Dated as of February 12, 2010Administration Agreement • May 24th, 2010 • Ally Wholesale Enterprises LLC • New York
THIS ADMINISTRATION AGREEMENT is made as of February 12, 2010, among ALLY MASTER OWNER TRUST, a Delaware statutory trust (the “Issuing Entity”), GMAC Inc., a Delaware corporation (“GMAC” and, in its capacity as administrator under this Agreement, the “Administrator”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”).
LIMITED LIABILITY COMPANY AGREEMENT OF ALLY WHOLESALE ENTERPRISES LLCLimited Liability Company Agreement • May 24th, 2010 • Ally Wholesale Enterprises LLC • Delaware
This Limited Liability Company Agreement of Ally Wholesale Enterprises LLC (the “Company”) is made and entered into as of February 3, 2010, by Ally Bank, as the sole member, which desires to form the Company as a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et. seq., as amended from time to time (the “Act”).
CUSTODIAN AGREEMENT AMONG GMAC INC. CUSTODIAN AND ALLY WHOLESALE ENTERPRISES LLC DEPOSITOR AND ALLY BANK SELLER DATED AS OF FEBRUARY 12, 2010Custodian Agreement • May 24th, 2010 • Ally Wholesale Enterprises LLC • New York
THIS CUSTODIAN AGREEMENT, dated as of February 12, 2010, is made among GMAC INC., a Delaware corporation (referred to herein as “GMAC” and, in its capacity as Custodian of the Receivables Files, the “Custodian”), ALLY WHOLESALE ENTERPRISES LLC, a Delaware limited liability company (the “Depositor”), and ALLY BANK (in its capacity as seller of the Receivables specified herein, the “Seller”).
TRUST SALE AND SERVICING AGREEMENT AMONG GMAC INC. SERVICER AND CUSTODIAN ALLY WHOLESALE ENTERPRISES LLC DEPOSITOR AND ALLY MASTER OWNER TRUST ISSUING ENTITY AND ALLY BANK SELLER UNDER THE POOLING AND SERVICING AGREEMENT DATED AS OF FEBRUARY 12, 2010Trust Sale and Servicing Agreement • May 24th, 2010 • Ally Wholesale Enterprises LLC • New York
THIS TRUST SALE AND SERVICING AGREEMENT is made as of February 12, 2010, by and among GMAC INC., a Delaware corporation (generally, “GMAC,” and in its capacity as Custodian under the Custodian Agreement, the “Custodian” and, in its capacity as the Servicer under the Pooling and Servicing Agreement and hereunder, the “Servicer”), ALLY WHOLESALE ENTERPRISES LLC, a Delaware limited liability company (the “Depositor”), and ALLY MASTER OWNER TRUST, a Delaware statutory trust (the “Issuing Entity” or the “Trust”), and ALLY BANK, a Utah corporation (generally “Ally Bank” and, in its capacity as Seller of the Receivables specified in the Pooling and Servicing Agreement, the “Seller”.
POOLING AND SERVICING AGREEMENT AMONG ALLY BANK SELLER AND GMAC INC. SERVICER AND ALLY WHOLESALE ENTERPRISES LLC PURCHASER DATED AS OF FEBRUARY 12, 2010 ALLY MASTER OWNER TRUSTPooling and Servicing Agreement • May 24th, 2010 • Ally Wholesale Enterprises LLC • New York
THIS POOLING AND SERVICING AGREEMENT is made as of February 12, 2010, among ALLY BANK, a Utah chartered bank (the “Seller”), GMAC INC., a Delaware corporation (referred to herein as the “Servicer” in its capacity as servicer of the Receivables), and ALLY WHOLESALE ENTERPRISES LLC, a Delaware limited liability company (the “Purchaser”).
