ALLY MASTER OWNER TRUST SERIES 2017-1 $650,000,000 Class A Floating Rate Asset Backed Notes, Series 2017-1 ALLY WHOLESALE ENTERPRISES LLC (DEPOSITOR) ALLY BANK (SPONSOR) UNDERWRITING AGREEMENT February 15, 2017Underwriting Agreement • February 17th, 2017 • 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, $650,000,000 aggregate principal balance of Class A Floating Rate Asset Backed Notes, Series 2017-1 (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) $47,508,000 aggregate principal balance of Class B Fixed Rate Asset Backed Notes, Series 2017-1 (the “Class B Notes”), (b) $34,551,000 aggregate principal balance of Class C Fixed Rate Asset Backed Notes, Series 2017-1 (the “Class C Notes”), (c) $25,914,000 aggregate principal balance of Class D Fixed Rate Asset Backed Notes, Series 2017-1 (the “Class D Notes”), and (d) $105,814,375 aggregate principal balance of Class E Asset Backed Equity Notes, Series 2017-1 (the “Class E Notes” and, together with the
FORM OF ASSET REPRESENTATIONS REVIEW AGREEMENTAsset Representations Review Agreement • February 17th, 2017 • Ally Master Owner Trust • Asset-backed securities • New York
ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of February 22, 2017 (this “Agreement”), by and among CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company (the “Asset Representations Reviewer”), ALLY BANK, a Utah chartered bank (the “Sponsor”), and ALLY MASTER OWNER TRUST, a Delaware statutory trust (the “Trust”).
