ALLY MASTER OWNER TRUST SERIES 2012-3 $225,000,000 Class A-1 Floating Rate Asset Backed Notes, Series 2012-3 $400,000,000 Class A-2 Fixed Rate Asset Backed Notes, Series 2012-3 ALLY WHOLESALE ENTERPRISES LLC (DEPOSITOR) ALLY BANK (SPONSOR)...Underwriting Agreement • July 23rd, 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, (a) $225,000,000 aggregate principal balance of Class A-1 Floating Rate Asset Backed Notes, Series 2012-3 (the “Class A-1 Notes”) and (b) $400,000,000 aggregate principal balance of Class A-2 Fixed Rate Asset Backed Notes, Series 2012-3 (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) $46,769,000 aggregate principal balance of Class B Floating Rate Asset Backed Notes, Series 2012-3 (the “Class B Notes”), (b) $34,014,000 aggregate principal balance of Class C Floating Rate Asset Backed Notes, Series 2012-3 (the “Class C Notes”), (c) $25,510,000 aggregate principal balance of Class D Floating Rate Asset Backed Note
