Additional Representations Warranties and Covenants of the Shareholders. Each of the Shareholders hereby, jointly and severally, represents, warrants and covenants as follows (such representations and warranties do not lessen or obviate the representations and warranties of the Company and the Shareholders set forth in Section 2 of this Agreement):

Additional Representations Warranties and Covenants of the Shareholders. Promptly after the Merger Effective Time, Parent shall cause to be mailed to each Existing Company Shareholder whose shares of Company Common Stock were converted pursuant to Section 1.5 hereof into the right to receive Parent Common Stock a letter of transmittal ("Letter of Transmittal") in substantially the form attached hereto as EXHIBIT S which shall contain additional representations, warranties and covenants of such shareholder, including without limitation, that (i) such shareholder has full right, power and authority to deliver such Company Common Stock and Letter of Transmittal, (ii) the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such shareholder is bound or affected, (iii) such shareholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal and that such shareholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (iv) such shareholder is an "accredited investor," as such term is defined in Regulation D under the Securities Act, and is acquiring Parent Common Stock for investment purposes and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any state, (v) such shareholder has had an opportunity to ask and receive answers to any questions such shareholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such shareholder has requested and (vi) such shareholder acknowledges that the stock certificates evidencing the shares of Parent Common Stock to be issued to such shareholder shall bear a restrictive legend customarily used in connection with restricted securities within the meaning of Rule 144 under the Securities Act. Delivery shall be effected, and risk of loss and title to the Parent Common Stock shall pass, only upon delivery to the Parent (or an agent of the Parent) of (x) certificates acceptable to Parent and its transfer agent evidencing ownership thereof as contemplated by Section 1.6 hereof (or affidavit of lost certificate acceptable to Parent and its transfer agent), and (y) the Letter of Transmittal containing the...

Additional Representations Warranties and Covenants of the Shareholders. Each of the Shareholders represents and warrants to, and covenants with, the Acquirer and Parent, as to himself, herself or itself only, as follows:

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Representations, Warranties and Covenants of the Shareholder Shareholder represents and warrants to, and agrees with, the Company that:
Representations, Warranties and Covenants of the Stockholder The Stockholder represents, warrants and covenants to the Purchaser that:
Representations, Warranties and Covenants of the Seller The Seller hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:
Representations, Warranties and Covenants of the Sponsor Ally Bank, in its capacity as the Sponsor (the “Sponsor”) represents and warrants to, and agrees with, the Underwriters that the Sponsor or the Depositor has provided a written representation (the “17g-5 Representation”) to each Rating Agency, which satisfies the requirements of paragraph (a)(3)(iii) of Rule 17g-5 of the Exchange Act. Each of the Depositor and the Sponsor has complied, and will comply, with the 17g-5 Representation other than any breach of the 17g-5 Representation (a) that would not have a material adverse effect on the Offered Notes or (b) arising from a breach by any of the Underwriters of the representation, warranty and covenant set forth in Section 5(g).
Representations, Warranties and Covenants of the Purchaser The Purchaser hereby represents and warrants to, and covenants for the benefit of, the Trust that:
Representations, Warranties and Covenants of the Subscriber 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
Representations, Warranties and Covenants of the Company The Company hereby represents and warrants to, and covenants with, the Purchaser as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE 3.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
Representations, Warranties and Covenants of the Corporation The Corporation represents, warrants, covenants and agrees that:

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