Representations, Warranties and Covenants of the Owner Trustee Regarding the Securities. (a) The Owner Trustee represents, warrants and agrees that the Securities have not been, and the shares of the Company's Common Stock issuable upon conversion of the Equity Notes (the "Restricted Common Stock") at the time of issuance will not be, registered under the Securities Act, and, unless so registered, may not be sold except as permitted in the following sentence. The Owner Trustee agrees on its own behalf and on behalf of any investor account for which it is purchasing Securities or, following conversion of the Equity Notes, shares of Restricted Common Stock, to offer, sell or otherwise transfer such Securities or shares of Restricted Common Stock prior to the date which is two years after the later of the date of original issue and the last date on which TWA or any affiliate of TWA was the owner of such Securities (or any predecessor thereto) or, following conversion of the Equity Notes, such Restricted Common Stock (the "Resale Restriction Termination Date") only (a) to TWA, (b) pursuant to a registration statement which has been declared effective under the Securities Act, (c) with respect to the Notes, for so long as the Notes are eligible for resale pursuant to Rule 144A under the Securities Act ("Rule 144A") to a person it reasonably believes is a qualified institutional buyer under Rule 144A (a "QIB") that purchases for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities Act ("Regulation S"), (e) to an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) (or, in the case of the Beneficiary only, (8)) of Rule 501 under the Securities Act that is purchasing for his own account or for the account of such an institutional "accredited investor" for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act, or (f) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of its property or the property of such investor account or accounts be at all times within its control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will ...

Related to Representations, Warranties and Covenants of the Owner Trustee Regarding the Securities

Representations, Warranties and Covenants of the Depositor (a) The Depositor hereby represents and warrants to the Servicer and the Trustee as follows, as of the date hereof:
Representations, Warranties and Covenants of the Servicer The Servicer hereby represents, warrants and covenants to the Trustee, for the benefit of each of the Trustee and the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein:
Representations, Warranties and Covenants of the Special Servicer (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that:
Representations, Warranties and Covenants of the Trustee (a) The Trustee hereby represents and warrants to, and covenants with, each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, 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 Master Servicer The Master Servicer hereby represents, warrants and covenants to the Trustee, for the benefit of each of the Trustee, the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein:
Representations, Warranties and Covenants of the Trust The Trust represents, warrants and covenants that:
Representations, Warranties and Covenants of the Securities Intermediary The Securities Intermediary hereby represents and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants 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 Master Servicer and the Depositor (a) The Master Servicer hereby represents and warrants to the Trustee for the benefit of the Certificateholders that:

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