ALLY MASTER OWNER TRUST SERIES 2015-3 $675,000,000 Class A Fixed Rate Asset Backed Notes, Series 2015-3 ALLY WHOLESALE ENTERPRISES LLC (DEPOSITOR) ALLY BANK (SPONSOR) UNDERWRITING AGREEMENT May 28, 2015Underwriting Agreement • May 29th, 2015 • Ally Master Owner Trust • Asset-backed securities • New York
Contract Type FiledMay 29th, 2015 Company Industry JurisdictionAlly 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, $675,000,000 aggregate principal balance of Class A Fixed Rate Asset Backed Notes, Series 2015-3 (the “Class A Notes,” or the “Offered Notes”) of the Ally Master Owner Trust (the “Trust”). The Trust will also issue to the Depositor, (a) $49,832,000 aggregate principal balance of Class B Fixed Rate Asset Backed Notes, Series 2015-3 (the “Class B Notes”), (b) $36,242,000 aggregate principal balance of Class C Fixed Rate Asset Backed Notes, Series 2015-3 (the “Class C Notes”), (c) $27,181,000 aggregate principal balance of Class D Fixed Rate Asset Backed Notes, Series 2015-3 (the “Class D Notes”), and (d) $117,785,268 aggregate principal balance of Class E Asset Backed Equity Notes, Series 2015-3 (the “Class E Notes” and, together with the Off