0001193125-12-417617 Sample Contracts
ALLY MASTER OWNER TRUST SERIES 2012-5 $1,100,000,000 Class A Fixed Rate Asset Backed Notes, Series 2012-5 ALLY WHOLESALE ENTERPRISES LLC (DEPOSITOR) ALLY BANK (SPONSOR) UNDERWRITING AGREEMENT October 4, 2012Underwriting Agreement • October 9th, 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, $1,100,000,000 aggregate principal balance of Class A Fixed Rate Asset Backed Notes, Series 2012-5 (the “Offered Notes”) of the Ally Master Owner Trust (the “Trust”). The Trust will also issue to the Depositor, (a) $82,313,000 aggregate principal balance of Class B Fixed Rate Asset Backed Notes, Series 2012-5 (the “Class B Notes”), (b) $59,864,000 aggregate principal balance of Class C Fixed Rate Asset Backed Notes, Series 2012-5 (the “Class C Notes”), (c) $44,898,000 aggregate principal balance of Class D Fixed Rate Asset Backed Notes, Series 2012-5 (the “Class D Notes”), and (d) $209,523,639 aggregate principal balance of Class E Asset Backed Equity Notes, Series 2012-5 (the “Class E Notes” and, together with the Offered Notes, the Class
