Underwriting Agreement (2017)Full Document 

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ALLY MASTER OWNER TRUST SERIES 2017-2

$250,000,000 Class A Floating Rate Asset Backed Notes, Series 2017-2

ALLY WHOLESALE ENTERPRISES LLC

(DEPOSITOR)

ALLY BANK

(SPONSOR)

UNDERWRITING AGREEMENT

June 20, 2017

J.P. Morgan Securities LLC

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Lloyds Securities Inc.

As Representatives of the several Underwriters named in Schedule 1

Ladies and Gentlemen:

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, $250,000,000 aggregate principal balance of Class A Floating Rate Asset Backed Notes, Series 2017-2 (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) $18,272,000 aggregate principal balance of Class B Fixed Rate Asset Backed Notes, Series 2017-2 (the "Class B Notes"), (b) $13,289,000 aggregate principal balance of Class C Fixed Rate Asset Backed Notes, Series 2017-2 (the "Class C Notes"), (c) $9,967,000 aggregate principal balance of Class D Fixed Rate Asset Backed Notes, Series 2017-2 (the "Class D Notes"), and (d) $40,697,914 aggregate principal balance of Class E Asset Backed Equity Notes, Series 2017-2 (the "Class E Notes" and, together with the Offered Notes, the Class B Notes, the Class C Notes and Class D Notes, the "Notes"). The Depositor will initially retain the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes. The Trust issued an Asset Backed Certificate (the "Certificate") on February 12, 2010, which is currently held by the Depositor.

The assets of the Trust include, among other things, a pool of wholesale receivables (the "Receivables") generated from time to time in a portfolio of revolving financing arrangements between Ally Bank, a Utah chartered bank ("Ally Bank"), and dealers to finance inventories of new and used motor vehicles and collections on the Receivables, such Receivables to be


transferred to the Depositor by Ally Bank and to the Trust by the Depositor and serviced by Ally Financial Inc. (formerly GMAC Inc.) ("Ally Financial" or the "Servicer"). The Offered Notes will be issued pursuant to an indenture supplement (the "Indenture Supplement"), to be dated as of the Closing Date (as defined below), between the Trust and Wells Fargo Bank, National Association, as indenture trustee, acting thereunder not in its individual capacity but solely as indenture trustee (the "Indenture Trustee"), to the indenture, dated as of February 12, 2010, between the Trust and the Indenture Trustee. The Trust has been formed pursuant to a trust agreement, dated as of February 3, 2010, which was amended and restated on February 12, 2010 (as further amended and supplemented from time to time, the "Trust Agreement"), among the Depositor, U.S. Bank Trust National Association (as successor to HSBC Bank USA, National Association), as owner trustee, acting thereunder not in its individual capacity but solely as trustee of the Trust (the "Owner Trustee"), and U.S. Bank Trust National Association (as successor to HSBC Trust Company (Delaware), National Association) as Delaware trustee, acting thereunder not in its individual capacity but solely as Delaware trustee of the Trust. Ally Financial serves as the initial custodian of the Receivable Files (as defined in a custodian agreement, dated as of February 12, 2010, between the Servicer and the Depositor (as amended and supplemented from time to time, the

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