ALLY MASTER OWNER TRUST SERIES 2011-5 $600,000,000 Class A Floating Rate Asset Backed Notes, Series 2011-5 ALLY WHOLESALE ENTERPRISES LLC (DEPOSITOR) ALLY BANK (SPONSOR) UNDERWRITING AGREEMENT October 13, 2011Underwriting Agreement • October 14th, 2011 • Ally Master Owner Trust • Asset-backed securities • New York
The assets of the Trust include, among other things, a pool of wholesale receivables (the “Receivables”) generated from time to time in a portfolio of revolving financing arrangements between Ally Bank, a Utah chartered bank (“Ally Bank”), and dealers to finance inventories of new and used motor vehicles and collections on the Receivables, such Receivables to be transferred to the Depositor by Ally Bank and to the Trust by the Depositor and serviced by Ally Financial Inc. (formerly GMAC Inc.) (“Ally Financial” or the “Servicer”). The Offered Notes will be issued pursuant to an indenture supplement (the “Indenture Supplement”), to be dated as of the Closing Date (as defined below), between the Trust and Wells Fargo Bank,
