Representations and Warranties as to the Secured Notes. Pursuant to Section 2.01(a)(ii), the Depositor assigns to the Issuing Entity all of its right, title and interest in, to and under the Pooling Agreement. Such assigned right, title and interest includes the benefit of the representations and warranties of the Seller made to the Depositor pursuant to Section 3.01 of the Pooling Agreement. The Depositor hereby represents and warrants to the Issuing Entity that the Depositor has taken no action which would cause such representations and warranties of the Seller to be false in any material respect as of the Closing Date. The Depositor further acknowledges that the Issuing Entity and its permitted assigns rely on the representations and warranties of the Depositor under this Agreement and of the Seller under the Pooling Agreement in accepting the Secured Notes and the other Second Step Purchased Property and in executing and delivering the Notes and the Certificates. The foregoing representation and warranty speaks as of the Closing Date, but shall survive the sale, transfer and assignment of the Secured Notes and the other Second Step Purchased Property to the Issuing Entity and the pledge thereof to the AART Indenture Trustee pursuant to the AART Indenture.
Representations and Warranties as to the Secured Notes. The Seller makes the following representations and warranties as to the Secured Notes on which Ally Auto relies in accepting the Secured Notes. Such representations and warranties speak as of the Closing Date (or, with respect to the representations and warranties made in Section 3.01(f) and 3.01(h), the portion of the Closing Date immediately prior to the sale, transfer and assignment of the Secured Notes and the other First Step Purchased Property pursuant to this Agreement and thereafter) and shall survive the sale, transfer and assignment of the Secured Notes and the other First Step Purchased Property to Ally Auto and the subsequent assignment and transfer pursuant to the Further Transfer Agreements:
Representations and Warranties as to the Secured Notes. The Seller makes the following representations and warranties as to the Secured Notes on which XXXX relies in accepting the Secured Notes. Such representations and warranties speak as of the Closing Date (or, with respect to the representations and warranties made in Section 4.01(f) and 4.01(h), the portion of the Closing Date immediately prior to the sale, transfer and assignment of the Secured Notes and the other First Step Purchased Property pursuant to this Agreement and thereafter) and shall survive the sale, transfer and assignment of the Secured Notes and the other First Step Purchased Property to XXXX and the subsequent assignment and transfer pursuant to the Further Transfer and Administration Agreements:
