ALLY MASTER OWNER TRUST SERIES 2018-3 $400,000,000 Class A Floating Rate Asset Backed Notes, Series 2018-3 ALLY WHOLESALE ENTERPRISES LLC (DEPOSITOR) ALLY BANK (SPONSOR) UNDERWRITING AGREEMENT August 7, 2018Underwriting Agreement • August 9th, 2018 • 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, $400,000,000 aggregate principal balance of Class A Floating Rate Asset Backed Notes, Series 2018-3 (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) $29,333,000 aggregate principal balance of Class B Fixed Rate Asset Backed Notes, Series 2018-3 (the “Class B Notes”), (b) $21,333,000 aggregate principal balance of Class C Fixed Rate Asset Backed Notes, Series 2018-3 (the “Class C Notes”), (c) $16,000,000 aggregate principal balance of Class D Fixed Rate Asset Backed Notes, Series 2018-3 (the “Class D Notes”), and (d) $66,667,333 aggregate principal balance of Class E Asset Backed Equity Notes, Series 2018-3 (the “Class E Notes” and, together with the Of
ASSET REPRESENTATIONS REVIEW AGREEMENT SERIES 2018-3Asset Representations Review Agreement • August 9th, 2018 • Ally Master Owner Trust • Asset-backed securities • New York
ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of August 15, 2018 (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”).
