Common use of Representations, Warranties and Covenants of the Sponsor Clause in Contracts

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 Sponsor. Ally Bank, Bank in its capacity as the Sponsor sponsor (the “Sponsor”) represents and warrants to, and agrees with, the Underwriters each Underwriter 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 Sponsor and the Sponsor Depositor has complied, 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 Underwriter of the representation, warranty and covenant set forth in Section 5(g).

Representations, Warranties and Covenants of the Sponsor. Ally Bank, Bank in its capacity as the Sponsor sponsor (the “Sponsor”) represents and warrants to, and agrees with, the Underwriters each Underwriter 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 Sponsor and the Sponsor Depositor has complied, complied and will comply, 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 Underwriter of the representation, warranty and covenant set forth in Section 5(g).

Representations, Warranties and Covenants of the Sponsor. Ally Bank, Financial in its capacity as the Sponsor sponsor (the “Sponsor”) represents and warrants to, and agrees with, the Underwriters each Underwriter 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 Sponsor and the Sponsor Depositor has complied, complied and will comply, 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 Underwriter of the representation, warranty and covenant set forth in Section 5(g).

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 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 Sponsor. Ally Bank, Financial in its capacity as the Sponsor sponsor (the “Sponsor”) represents and warrants to, and agrees with, the Underwriters Underwriter 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 Sponsor and the Sponsor Depositor has complied, complied and will comply, 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 Underwriter of the representation, warranty and covenant set forth in Section 5(g).

Representations, Warranties and Covenants of the Sponsor. Ally Bank, Bank in its capacity as the Sponsor sponsor (the “Sponsor”) represents and warrants to, and agrees with, the Underwriters Underwriter 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 Sponsor and the Sponsor Depositor has complied, complied and will comply, 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 Underwriter of the representation, warranty and covenant set forth in Section 5(g).