ALLY MASTER OWNER TRUST SERIES 2011-3 $300,000,000 Class A-1 Floating Rate Asset Backed Notes, Series 2011-3 $450,000,000 Class A-2 Fixed Rate Asset Backed Notes, Series 2011-3 ALLY WHOLESALE ENTERPRISES LLC (DEPOSITOR) ALLY BANK (SPONSOR)...Underwriting Agreement • May 12th, 2011 • Ally Master Owner Trust • Asset-backed securities • New York
Ally Wholesale Enterprises LLC, a Delaware limited liability company (the “Depositor”), proposes to sell to the several underwriters named in Schedule 1 hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, (a) $300,000,000 aggregate principal balance of Class A-1 Floating Rate Asset Backed Notes, Series 2011-3 (the “Class A-1 Notes”) and (b) $450,000,000 aggregate principal balance of Class A-2 Fixed Rate Asset Backed Notes, Series 2011-3 (the “Class A-2 Notes” and together with the Class A-1 Notes, the “Offered Notes”) of the Ally Master Owner Trust (the “Trust”). The Trust will also issue to the Depositor, (a) $68,934,000 aggregate principal balance of Class B Floating Rate Asset Backed Notes, Series 2011-3 (the “Class B Notes”), (b) $52,390,000 aggregate principal balance of Class C Floating Rate Asset Backed Notes, Series 2011-3 (the “Class C Notes”), (c) $55,147,000 aggregate principal balance of Class D Floating Rate Asset Backed Notes,
