Exhibit 35.1
ALLY FINANCIAL INC.
200 Renaissance Center
Detroit, Michigan 48265
As of December 31, 2012
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| Wells Fargo Bank, National Association | HSBC Bank USA, National Association |
| As Indenture Trustee | As Owner Trustee |
| Attn: Marianna C. Stershic | Attn: Nina Nassar |
| Sixth Street and Marquette Avenue | 10 East 40th Street, 14th Floor |
| MAC N9311-161 | New York, New York 10016 |
| Minneapolis, MN 55479 | |
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| Copy To: | |
| Ally Wholesale Enterprises LLC | Ally Financial Inc. |
| Attn: Vice President | As Administrator |
200 Renaissance Center, 12th Floor | Attn: Vice President |
| Detroit, Michigan 48265 | 200 Renaissance Center, 12th Floor |
| | Detroit, Michigan 48265 |
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| Re: | Ally Master Owner Trust |
| | Annual Statement as to Compliance | |
Ladies and Gentlemen:
Reference is made to Section 4.1 of the Trust Sale and Servicing Agreement (the “Trust Sale and Servicing Agreement”) dated as of February 12, 2010 between Ally Financial Inc., as Servicer and Custodian (the “Servicer”), Ally Wholesale Enterprises LLC, as Depositor, and Ally Master Owner Trust, as Issuing Entity and Ally Bank as Seller under the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”). Annex A outlines the individual series of Ally Master Owner Trust.
The undersigned does hereby certify that:
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| a. | A review of the activities of the Servicer as of and for the year ended December 31, 2012, and of its performance under the Trust Sale and Servicing Agreement and under the Pooling and Servicing Agreement has been under his supervision, and |
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| b. | To the best of his knowledge, based on such review, the Servicer has fulfilled all of its obligations under such agreements in all material respects throughout such period. |
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| | Very truly yours, | |
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| | /s/ David J. DeBrunner | |
| | David J. DeBrunner | |
| | Vice President, Controller and Chief Accounting Officer | |
| | Ally Financial Inc. | |
ANNEX A
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| Ally Master Owner Trust 2010-1 |
| Ally Master Owner Trust 2010-VFN-1 |
| Ally Master Owner Trust 2010-2 |
| Ally Master Owner Trust 2010-3 |
| Ally Master Owner Trust 2010-4 |
| Ally Master Owner Trust 2010-5 |
| Ally Master Owner Trust 2011-1 |
| Ally Master Owner Trust 2011-2 |
| Ally Master Owner Trust 2011-3 |
| Ally Master Owner Trust 2011-4 |
| Ally Master Owner Trust 2011-5 |
| Ally Master Owner Trust 2012-1 |
| Ally Master Owner Trust 2012-2 |
| Ally Master Owner Trust 2012-3 |
| Ally Master Owner Trust 2012-4 |
| Ally Master Owner Trust 2012-5 |
