ALLY MASTER OWNER TRUST SERIES 2012-2 $625,000,000 Class A Floating Rate Asset Backed Notes, Series 2012-2 ALLY WHOLESALE ENTERPRISES LLC (DEPOSITOR) ALLY BANK (SPONSOR) UNDERWRITING AGREEMENT April 3, 2012Underwriting Agreement • April 4th, 2012 • 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, $625,000,000 aggregate principal balance of Class A Floating Rate Asset Backed Notes, Series 2012-2 (the “Offered Notes”) of the Ally Master Owner Trust (the “Trust”). The Trust will also issue to the Depositor, (a) $30,808,000 aggregate principal balance of Class B Floating Rate Asset Backed Notes, Series 2012-2 (the “Class B Notes”), (b) $48,415,000 aggregate principal balance of Class C Floating Rate Asset Backed Notes, Series 2012-2 (the “Class C Notes”), (c) $35,211,000 aggregate principal balance of Class D Floating Rate Asset Backed Notes, Series 2012-2 (the “Class D Notes”), and (d) $140,847,690 aggregate principal balance of Class E Asset Backed Equity Notes, Series 2012-2 (the “Class E Notes” and, together with the Offered Notes,
