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 sponsor (the “Sponsor”), represents and warrants to, and agrees with, each Underwriter that: (i) 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)(A) through (E) of Rule 17g-5 of the Exchange Act and (ii) each of the Sponsor and the Depositor 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 Underwriter of the representation, warranty and covenant set forth in Section 5(g); (b) the Sponsor or the Depositor has complied with and will comply with Rule 15Ga-2 of the Exchange Act with respect to any third-party due diligence services (as defined in Rule 17g-10(d)(1) of the Exchange Act) (a “Third-Party Diligence Report” relating to the Offered Notes) performed on behalf of the Sponsor or the Depositor, other than any breach arising from a breach by any Underwriter of the representation, warranty and covenant set forth in Section 5(g)(ii), and the Sponsor or the Depositor has furnished (and will furnish) to the Commission any Form ABS-15G required in connection with a Third-Party Diligence Report, within the time period required by Rule 15Ga-2; (c) on or prior to the date of this Agreement, neither the Sponsor nor the Depositor has requested (or caused any person to request) any Third-Party Diligence Report, other than the Third-Party Diligence Report set forth on Schedule 7, and, to the extent it has requested any Third-Party Diligence Report, it has made available such report to each Underwriter; (d) as of the Closing Date, the Sponsor shall have duly authorized, executed and delivered the Asset Representations Review Agreement. When the Asset Representations Review Agreement has been duly authorized, executed and delivered, the Asset Representations Review Agreement shall constitute the legal, valid and binding obligation of the Sponsor enforceable against the Sponsor, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and (e) the Sponsor has complied, and will comply as of the Closing Date, with Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”), either directly or (to the extent permitted by the Credit Risk Retention Rules) through a majority-owned affiliate (as defined in the Credit Risk Retention Rules).

Representations, Warranties and Covenants of the Sponsor. Ally Bank, Bank in its capacity as sponsor (the “Sponsor”), ) represents and warrants to, and agrees with, each Underwriter that: (i) 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)(A) through (E) of Rule 17g-5 of the Exchange Act and (ii) each of the Sponsor and the Depositor 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 Underwriter of the representation, warranty and covenant set forth in Section 5(g); (b) the Sponsor or the Depositor has complied with and will comply with Rule 15Ga-2 of the Exchange Act with respect to any third-party due diligence services (as defined in Rule 17g-10(d)(1) of the Exchange Act) (a “Third-Party Diligence Report” relating to the Offered Notes) performed on behalf of the Sponsor or the Depositor, other than any breach arising from a breach by any Underwriter of the representation, warranty and covenant set forth in Section 5(g)(ii), and the Sponsor or the Depositor has furnished (and will furnish) to the Commission any Form ABS-15G required in connection with a Third-Party Diligence Report, within the time period required by Rule 15Ga-2; (c) on or prior to the date of this Agreement, neither the Sponsor nor the Depositor has requested (or caused any person to request) any Third-Party Diligence Report, other than the Third-Party Diligence Report set forth on Schedule 7, and, to the extent it has requested any Third-Party Diligence Report, it has made available such report to each Underwriter; (d) as of the Closing Date, the Sponsor shall have duly authorized, executed and delivered the Asset Representations Review Agreement. When the Asset Representations Review Agreement has been duly authorized, executed and delivered, the Asset Representations Review Agreement shall constitute the legal, valid and binding obligation of the Sponsor enforceable against the Sponsor, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and (e) the Sponsor has complied, and will comply as of the Closing Date, with Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”), either directly or (to the extent permitted by the Credit Risk Retention Rules) through a majority-owned affiliate (as defined in the Credit Risk Retention Rules).

Representations, Warranties and Covenants of the Sponsor. Ally Bank, in its capacity as sponsor (the “Sponsor”), represents and warrants to, and agrees with, each Underwriter the Underwriters that: (a) (i) 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)(A) through (E) of Rule 17g-5 of the Exchange Act and (ii) each of the Sponsor and the Depositor 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 Underwriter of the representation, warranty and covenant set forth in Section 5(g); (b) the Sponsor or the Depositor has complied with and will comply with Rule 15Ga-2 of the Exchange Act with respect to any third-party due diligence services (as defined in Rule 17g-10(d)(1) of the Exchange Act) (a “Third-Party Diligence Report” relating to the Offered Notes) performed on behalf of the Sponsor or the Depositor, other than any breach arising from a breach by any Underwriter of the representation, warranty and covenant set forth in Section 5(g)(ii), and the Sponsor or the Depositor has furnished (and will furnish) to the Commission any Form ABS-15G required in connection with a Third-Party Diligence Report, within the time period required by Rule 15Ga-2; (c) on or prior to the date of this Agreement, neither the Sponsor nor the Depositor has requested (or caused any person to request) any Third-Party Diligence Report, other than the Third-Party Diligence Report set forth on Schedule 7, and, to the extent it has requested any Third-Party Diligence Report, it has made available such report to each Underwriter; (d) as of the Closing Date, the Sponsor shall have duly authorized, executed and delivered the Asset Representations Review Agreement. When the Asset Representations Review Agreement has been duly authorized, executed and delivered, the Asset Representations Review Agreement shall constitute the legal, valid and binding obligation of the Sponsor enforceable against the Sponsor, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and (e) the Sponsor has complied, and will comply as of the Closing Date, with Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”), either directly or (to the extent permitted by the Credit Risk Retention Rules) through a majoritywholly-owned affiliate (as defined in the Credit Risk Retention Rules).

Representations, Warranties and Covenants of the Sponsor. Ally Bank, in its capacity as sponsor the Sponsor (the “Sponsor”), ) represents and warrants to, and agrees with, each Underwriter the Underwriters that: (a) (i) 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)(A) through (E) of Rule 17g-5 of the Exchange Act and (ii) each of the Sponsor and the Depositor 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 Underwriter of the representation, warranty and covenant set forth in Section 5(g); (b) the Sponsor or the Depositor has complied with and will comply with Rule 15Ga-2 of the Exchange Act with respect to any third-party due diligence services (as defined in Rule 17g-10(d)(1) of the Exchange Act) (a “Third-Party Diligence Report” relating to the Offered Notes) performed on behalf of the Sponsor or the Depositor, other than any breach arising from a breach by any Underwriter of the representation, warranty and covenant set forth in Section 5(g)(ii), and the Sponsor or the Depositor has furnished (and will furnish) to the Commission any Form ABS-15G required in connection with a Third-Party Diligence Report, within the time period required by Rule 15Ga-2; (c) on or prior to the date of this Agreement, neither the Sponsor nor the Depositor has requested (or caused any person to request) any Third-Party Diligence Report, other than the Third-Party Diligence Report set forth on Schedule 7, and, to the extent it has requested any Third-Party Diligence Report, it has made available such report to each Underwriter; (d) as of the Closing Date, the Sponsor shall have duly authorized, executed and delivered the Asset Representations Review Agreement. When the Asset Representations Review Agreement has been duly authorized, executed and delivered, the Asset Representations Review Agreement shall constitute the legal, valid and binding obligation of the Sponsor enforceable against the Sponsor, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and (e) the The Sponsor has complied, and will comply as of the Closing Date, complied with Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”), either directly or (to the extent permitted by the Credit Risk Retention Rules) through a majoritywholly-owned affiliate (as defined in the Credit Risk Retention Rules, a “Wholly-Owned Affiliate”).

Representations, Warranties and Covenants of the Sponsor. Ally Bank, Bank in its capacity as sponsor (the “Sponsor”), ) represents and warrants to, and agrees with, each Underwriter that: (i) 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)(Aa)(3)(iii) (A) through (E) of Rule 17g-5 of the Exchange Act and (ii) each of the Sponsor and the Depositor has 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 Underwriter of the representation, warranty and covenant set forth in Section 5(g); (b) the Sponsor or the Depositor has complied with and will comply with Rule 15Ga-2 of the Exchange Act with respect to any third-party due diligence services (as defined in Rule 17g-10(d)(1) of the Exchange Act) (a “Third-Party Diligence Report” relating to the Offered Notes) performed on behalf of the Sponsor or the Depositor, other than any breach arising from a breach by any Underwriter of the representation, warranty and covenant set forth in Section 5(g)(ii), and the Sponsor or the Depositor has furnished (and will furnish) to the Commission any Form ABS-15G required in connection with a Third-Party Diligence Report, within the time period required by Rule 15Ga-2; (c) on or prior to the date of this Agreement, neither the Sponsor nor the Depositor has requested (or caused any person to request) any Third-Party Diligence Report, other than the Third-Party Diligence Report set forth on Schedule 7, and, to the extent it has requested any Third-Party Diligence Report, it has made available such report to each Underwriter; (d) as of the [Initial] Closing Date, the Sponsor shall have duly authorized, executed and delivered the Asset Representations Review Agreement. When the Asset Representations Review Agreement has been duly authorized, executed and delivered, the Asset Representations Review Agreement shall constitute the legal, valid and binding obligation of the Sponsor enforceable against the Sponsor, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and (e) the Sponsor has complied, and will comply as of the [Initial] Closing Date, with Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”), either directly or (to the extent permitted by the Credit Risk Retention Rules) through a majority-owned affiliate (as defined in the Credit Risk Retention Rules).

Representations, Warranties and Covenants of the Sponsor. Ally Bank, Financial in its capacity as sponsor (the “Sponsor”), ) represents and warrants to, and agrees with, each Underwriter that: (i) 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)(A) through (Ea)(3)(iii) of Rule 17g-5 of the Exchange Act and (ii) each of the Sponsor and the Depositor has 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 Underwriter of the representation, warranty and covenant set forth in Section 5(g); (b) the Sponsor or the Depositor has complied with and will comply with Rule 15Ga-2 of the Exchange Act with respect to any third-party due diligence services (as defined in Rule 17g-10(d)(1) of the Exchange Act) (a “Third-Party Diligence Report” relating to the Offered Notes”) performed on behalf of the Sponsor or the Depositor, other than any breach arising from a breach by any Underwriter of the representation, warranty and covenant set forth in Section 5(g)(ii), and the Sponsor or the Depositor has furnished (and will furnish) to the Commission any Form ABS-15G required in connection with a Third-Party Diligence Report, within the time period required by Rule 15Ga-2;; and (c) on or prior to the date of this Agreement, neither the Sponsor nor the Depositor has requested (or caused any person to request) any Third-Party Diligence Report, other than the Third-Party Diligence Report set forth on Schedule 7, and, to the extent it has requested any Third-Party Diligence Report, it has made available such report to each Underwriter; (d) as of the Closing Date, the Sponsor shall have duly authorized, executed and delivered the Asset Representations Review Agreement. When the Asset Representations Review Agreement has been duly authorized, executed and delivered, the Asset Representations Review Agreement shall constitute the legal, valid and binding obligation of the Sponsor enforceable against the Sponsor, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and (e) the Sponsor has complied, and will comply as of the Closing Date, with Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”), either directly or (to the extent permitted by the Credit Risk Retention Rules) through a majority-owned affiliate (as defined in the Credit Risk Retention Rules).

Representations, Warranties and Covenants of the Sponsor. Ally Bank, Bank in its capacity as sponsor (the “Sponsor”), ) represents and warrants to, and agrees with, each Underwriter that: (i) 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)(A) through (Ea)(3)(iii) of Rule 17g-5 of the Exchange Act and (ii) each of the Sponsor and the Depositor 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 Underwriter of the representation, warranty and covenant set forth in Section 5(g); (b) the Sponsor or the Depositor has complied with and will comply with Rule 15Ga-2 of the Exchange Act with respect to any third-party due diligence services (as defined in Rule 17g-10(d)(1) of the Exchange Act) (a “Third-Party Diligence Report” relating to the Offered Notes”) performed on behalf of the Sponsor or the Depositor, other than any breach arising from a breach by any Underwriter of the representation, warranty and covenant set forth in Section 5(g)(ii), and the Sponsor or the Depositor has furnished (and will furnish) to the Commission any Form ABS-15G required in connection with a Third-Party Diligence Report, within the time period required by Rule 15Ga-2;; and (c) on or prior to the date of this Agreement, neither the Sponsor nor the Depositor has requested (or caused any person to request) any Third-Party Diligence Report, other than the Third-Party Diligence Report set forth on Schedule 7, and, to the extent it has requested any Third-Party Diligence Report, it has made available such report to each Underwriter; (d) as of the Closing Date, the Sponsor shall have duly authorized, executed and delivered the Asset Representations Review Agreement. When the Asset Representations Review Agreement has been duly authorized, executed and delivered, the Asset Representations Review Agreement shall constitute the legal, valid and binding obligation of the Sponsor enforceable against the Sponsor, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and (e) the Sponsor has complied, and will comply as of the Closing Date, with Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”), either directly or (to the extent permitted by the Credit Risk Retention Rules) through a majority-owned affiliate (as defined in the Credit Risk Retention Rules).

Representations, Warranties and Covenants of the Sponsor. Ally Bank, in its capacity as the sponsor (the “Sponsor”), ) represents and warrants to, and agrees with, each Underwriter the Underwriters that: (ia) 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)(A) through (Ea)(3)(iii) of Rule 17g-5 of the Exchange Act and (ii) each Act. Each of the Sponsor Depositor and the Depositor Sponsor has complied complied, and will comply, with the 17g-5 Representation other than any breach of the 17g-5 Representation (Aa) that would not have a material adverse effect on the Offered Notes or (Bb) arising from a breach by any Underwriter of the Underwriters of the representation, warranty and covenant set forth in Section 5(g);. (b) [the Sponsor or the Depositor has complied with and will comply with Rule 15Ga-2 of the Exchange Act with respect to any third-party due diligence services (as defined in Rule 17g-10(d)(1) of the Exchange Act) (a “Third-Party Diligence Report” relating to the Offered Notes”) performed on behalf of the Sponsor or the Depositor, other than any breach arising from a breach by any Underwriter of the representation, warranty and covenant set forth in Section 5(g)(ii), and the Sponsor or the Depositor has furnished (and will furnish) to the Commission any Form ABS-15G required in connection with a Third-Party Diligence Report, within the time period required by Rule 15Ga-2;; and] (c) [on or prior to the date of this Agreement, neither the Sponsor nor the Depositor has requested (or caused any person to request) any Third-Party Diligence Report, other than the Third-Party Diligence Report set forth on Schedule 7, and, to the extent it has requested any Third-Party Diligence Report, it has made available such report to each Underwriter; (d) as of the Closing Date, the Sponsor shall have duly authorized, executed and delivered the Asset Representations Review Agreement. When the Asset Representations Review Agreement has been duly authorized, executed and delivered, the Asset Representations Review Agreement shall constitute the legal, valid and binding obligation of the Sponsor enforceable against the Sponsor, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and (e) the Sponsor has complied, and will comply as of the Closing Date, with Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”), either directly or (to the extent permitted by the Credit Risk Retention Rules) through a majority-owned affiliate (as defined in the Credit Risk Retention Rules).]

Representations, Warranties and Covenants of the Sponsor. Ally Bank, Bank in its capacity as sponsor (the “Sponsor”), ) represents and warrants to, and agrees with, each Underwriter that: (i) 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)(A) through (E) of Rule 17g-5 of the Exchange Act and (ii) each of the Sponsor and the Depositor has 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 Underwriter of the representation, warranty and covenant set forth in Section 5(g); (b) the Sponsor or the Depositor has complied with and will comply with Rule 15Ga-2 of the Exchange Act with respect to any third-party due diligence services (as defined in Rule 17g-10(d)(1) of the Exchange Act) (a “Third-Party Diligence Report” relating to the Offered Notes) performed on behalf of the Sponsor or the Depositor, other than any breach arising from a breach by any Underwriter of the representation, warranty and covenant set forth in Section 5(g)(ii), and the Sponsor or the Depositor has furnished (and will furnish) to the Commission any Form ABS-15G required in connection with a Third-Party Diligence Report, within the time period required by Rule 15Ga-2; (c) on or prior to the date of this Agreement, neither the Sponsor nor the Depositor has requested (or caused any person to request) any Third-Party Diligence Report, other than the Third-Party Diligence Report set forth on Schedule 7, and, to the extent it has requested any Third-Party Diligence Report, it has made available such report to each Underwriter;; and (d) as of the Closing Date, the Sponsor shall have duly authorized, executed and delivered the Asset Representations Review Agreement. When the Asset Representations Review Agreement has been duly authorized, executed and delivered, the Asset Representations Review Agreement shall constitute the legal, valid and binding obligation of the Sponsor enforceable against the Sponsor, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and (e) the Sponsor has complied, and will comply as of the Closing Date, with Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”), either directly or (to the extent permitted by the Credit Risk Retention Rules) through a majority-owned affiliate (as defined in the Credit Risk Retention Rules).

Representations, Warranties and Covenants of the Sponsor. Ally Bank, Bank in its capacity as sponsor (the “Sponsor”), ) represents and warrants to, and agrees with, each Underwriter that: (i) 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)(A) through (E) of Rule 17g-5 of the Exchange Act and (ii) each of the Sponsor and the Depositor 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 Underwriter of the representation, warranty and covenant set forth in Section 5(g); (b) the Sponsor or the Depositor has complied with and will comply with Rule 15Ga-2 of the Exchange Act with respect to any third-party due diligence services (as defined in Rule 17g-10(d)(1) of the Exchange Act) (a “Third-Party Diligence Report” relating to the Offered Notes) performed on behalf of the Sponsor or the Depositor, other than any breach arising from a breach by any Underwriter of the representation, warranty and covenant set forth in Section 5(g)(ii), and the Sponsor or the Depositor has furnished (and will furnish) to the Commission any Form ABS-15G required in connection with a Third-Party Diligence Report, within the time period required by Rule 15Ga-2;; and (c) on or prior to the date of this Agreement, neither the Sponsor nor the Depositor has requested (or caused any person to request) any Third-Party Diligence Report, other than the Third-Party Diligence Report set forth on Schedule 7, and, to the extent it has requested any Third-Party Diligence Report, it has made available such report to each Underwriter; (d) as of the Closing Date, the Sponsor shall have duly authorized, executed and delivered the Asset Representations Review Agreement. When the Asset Representations Review Agreement has been duly authorized, executed and delivered, the Asset Representations Review Agreement shall constitute the legal, valid and binding obligation of the Sponsor enforceable against the Sponsor, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and (e) the Sponsor has complied, and will comply as of the Closing Date, with Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”), either directly or (to the extent permitted by the Credit Risk Retention Rules) through a majority-owned affiliate (as defined in the Credit Risk Retention Rules).

Representations, Warranties and Covenants of the Sponsor. Ally Bank, Bank in its capacity as sponsor (the “Sponsor”), ) represents and warrants to, and agrees with, each Underwriter that: (i) 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)(A) through (E) of Rule 17g-5 of the Exchange Act and (ii) each of the Sponsor and the Depositor 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 Underwriter of the representation, warranty and covenant set forth in Section 5(g); (b) the Sponsor or the Depositor has complied with and will comply with Rule 15Ga-2 of the Exchange Act with respect to any third-party due diligence services (as defined in Rule 17g-10(d)(1) of the Exchange Act) (a “Third-Party Diligence Report” relating to the Offered Notes) performed on behalf of the Sponsor or the Depositor, other than any breach arising from a breach by any Underwriter of the representation, warranty and covenant set forth in Section 5(g)(ii), and the Sponsor or the Depositor has furnished (and will furnish) to the Commission any Form ABS-15G required in connection with a Third-Party Diligence Report, within the time period required by Rule 15Ga-2; (c) on or prior to the date of this Agreement, neither the Sponsor nor the Depositor has requested (or caused any person to request) any Third-Party Diligence Report, other than the Third-Party Diligence Report set forth on Schedule 7, and, to the extent it has requested any Third-Party Diligence Report, it has made available such report to each Underwriter;; and (d) as of the Closing Date, the Sponsor shall have duly authorized, executed and delivered the Asset Representations Review Agreement. When the Asset Representations Review Agreement has been duly authorized, executed and delivered, the Asset Representations Review Agreement shall constitute the legal, valid and binding obligation of the Sponsor enforceable against the Sponsor, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and (e) the Sponsor has complied, and will comply as of the Closing Date, with Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”), either directly or (to the extent permitted by the Credit Risk Retention Rules) through a majority-owned affiliate (as defined in the Credit Risk Retention Rules).

Representations, Warranties and Covenants of the Sponsor. Ally Bank, Bank in its capacity as sponsor (the “Sponsor”), ) represents and warrants to, and agrees with, each Underwriter that: (i) 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)(A) through (E) of Rule 17g-5 of the Exchange Act and (ii) each of the Sponsor and the Depositor 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 Underwriter of the representation, warranty and covenant set forth in Section 5(g); (b) the Sponsor or the Depositor has complied with and will comply with Rule 15Ga-2 of the Exchange Act with respect to any third-party due diligence services (as defined in Rule 17g-10(d)(1) of the Exchange Act) (a “Third-Party Diligence Report” relating to the Offered Notes) performed on behalf of the Sponsor or the Depositor, other than any breach arising from a breach by any Underwriter of the representation, warranty and covenant set forth in Section 5(g)(ii), and the Sponsor or the Depositor has furnished (and will furnish) to the Commission any Form ABS-15G required in connection with a Third-Party Diligence Report, within the time period required by Rule 15Ga-2;; and (c) on or prior to the date of this Agreement, neither the Sponsor nor the Depositor has requested (or caused any person to request) any Third-Party Diligence Report, other than the Third-Party Diligence Report set forth on Schedule 7, and, to the extent it has requested any Third-Party Diligence Report, it has made available such report to each Underwriter; (d) as of the Closing Date, the Sponsor shall have duly authorized, executed and delivered the Asset Representations Review Agreement. When the Asset Representations Review Agreement has been duly authorized, executed and delivered, the Asset Representations Review Agreement shall constitute the legal, valid and binding obligation of the Sponsor enforceable against the Sponsor, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and (e) the Sponsor has complied, and will comply as of the Closing Date, with Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”), either directly or (to the extent permitted by the Credit Risk Retention Rules) through a majority-owned affiliate (as defined in the Credit Risk Retention Rules).

Representations, Warranties and Covenants of the Sponsor. Ally Bank, in its capacity as sponsor the Sponsor (the “Sponsor”), ) represents and warrants to, and agrees with, each Underwriter the Underwriters that: (a) (i) 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)(A) through (E) of Rule 17g-5 of the Exchange Act and (ii) each of the Sponsor and the Depositor 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 Underwriter of the representation, warranty and covenant set forth in Section 5(g); (b) the Sponsor or the Depositor has complied with and will comply with Rule 15Ga-2 of the Exchange Act with respect to any third-party due diligence services (as defined in Rule 17g-10(d)(1) of the Exchange Act) (a “Third-Party Diligence Report” relating to the Offered Notes) performed on behalf of the Sponsor or the Depositor, other than any breach arising from a breach by any Underwriter of the representation, warranty and covenant set forth in Section 5(g)(ii), and the Sponsor or the Depositor has furnished (and will furnish) to the Commission any Form ABS-15G required in connection with a Third-Party Diligence Report, within the time period required by Rule 15Ga-2; (c) on or prior to the date of this Agreement, neither the Sponsor nor the Depositor has requested (or caused any person to request) any Third-Party Diligence Report, other than the Third-Party Diligence Report set forth on Schedule 7, and, to the extent it has requested any Third-Party Diligence Report, it has made available such report to each Underwriter; (d) as of the Closing Date, the Sponsor shall have duly authorized, executed and delivered the Asset Representations Review Agreement. When the Asset Representations Review Agreement has been duly authorized, executed and delivered, the Asset Representations Review Agreement shall constitute the legal, valid and binding obligation of the Sponsor enforceable against the Sponsor, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and (e) the The Sponsor has complied, and will comply as of the Closing Date, complied in all material respects with Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”), either directly or (to the extent permitted by the Credit Risk Retention Rules) through a majoritywholly-owned affiliate (as defined in the Credit Risk Retention Rules, a “Wholly-Owned Affiliate”).

Representations, Warranties and Covenants of the Sponsor. Ally Bank, Bank in its capacity as sponsor (the “Sponsor”), ) represents and warrants to, and agrees with, each Underwriter that: (i) 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)(A) through (Ea)(3)(iii) of Rule 17g-5 of the Exchange Act and (ii) each of the Sponsor and the Depositor has 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 Underwriter of the representation, warranty and covenant set forth in Section 5(g); (b) the Sponsor or the Depositor has complied with and will comply with Rule 15Ga-2 of the Exchange Act with respect to any third-party due diligence services (as defined in Rule 17g-10(d)(1) of the Exchange Act) (a “Third-Party Diligence Report” relating to the Offered Notes”) performed on behalf of the Sponsor or the Depositor, other than any breach arising from a breach by any Underwriter of the representation, warranty and covenant set forth in Section 5(g)(ii), and the Sponsor or the Depositor has furnished (and will furnish) to the Commission any Form ABS-15G required in connection with a Third-Party Diligence Report, within the time period required by Rule 15Ga-2;; and (c) on or prior to the date of this Agreement, neither the Sponsor nor the Depositor has requested (or caused any person to request) any Third-Party Diligence Report, other than the Third-Party Diligence Report set forth on Schedule 7, and, to the extent it has requested any Third-Party Diligence Report, it has made available such report to each Underwriter; (d) as of the Closing Date, the Sponsor shall have duly authorized, executed and delivered the Asset Representations Review Agreement. When the Asset Representations Review Agreement has been duly authorized, executed and delivered, the Asset Representations Review Agreement shall constitute the legal, valid and binding obligation of the Sponsor enforceable against the Sponsor, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and (e) the Sponsor has complied, and will comply as of the Closing Date, with Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”), either directly or (to the extent permitted by the Credit Risk Retention Rules) through a majority-owned affiliate (as defined in the Credit Risk Retention Rules).

Representations, Warranties and Covenants of the Sponsor. Ally Bank, in its capacity as the sponsor (the “Sponsor”), ) represents and warrants to, and agrees with, each Underwriter the Underwriters that: (ia) 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)(A) through (Ea)(3)(iii) of Rule 17g-5 of the Exchange Act and (ii) each Act. Each of the Sponsor Depositor and the Depositor Sponsor has complied complied, and will comply, with the 17g-5 Representation other than any breach of the 17g-5 Representation (Aa) that would not have a material adverse effect on the Offered Notes or (Bb) arising from a breach by any Underwriter of the Underwriters of the representation, warranty and covenant set forth in Section 5(g);. (b) [the Sponsor or the Depositor has complied with and will comply with Rule 15Ga-2 of the Exchange Act with respect to any third-party due diligence services (as defined in Rule 17g-10(d)(1) of the Exchange Act) (a “Third-Party Diligence Report” relating to the Offered Notes”) performed on behalf of the Sponsor or the Depositor, other than any breach arising from a breach by any Underwriter of the representation, warranty and covenant set forth in Section 5(g)(ii), and the Sponsor or the Depositor has furnished (and will furnish) to the Commission any Form ABS-15G required in connection with a Third-Party Diligence Report, within the time period required by Rule 15Ga-2;; and] (c) [on or prior to the date of this Agreement, neither the Sponsor nor the Depositor has requested (or caused any person to request) any Third-Party Diligence Report, other than the Third-Party Diligence Report set forth on Schedule 7, and, to the extent it has requested any Third-Party Diligence Report, it has made available such report to each Underwriter;.] (d) as of the Closing Date, the Sponsor shall have duly authorized, executed and delivered the Asset Representations Review Agreement. When the Asset Representations Review Agreement has been duly authorized, executed and delivered, the Asset Representations Review Agreement shall constitute the legal, valid and binding obligation of the Sponsor enforceable against the Sponsor, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and (e) the Sponsor has complied, and will comply as of the Closing Date, with Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”), either directly or (to the extent permitted by the Credit Risk Retention Rules) through a majoritywholly-owned affiliate (as defined in the Credit Risk Retention Rules).

Representations, Warranties and Covenants of the Sponsor. Ally Bank, Bank in its capacity as sponsor (the “Sponsor”), ) represents and warrants to, and agrees with, each Underwriter that: (i) 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)(A) through (E) of Rule 17g-5 of the Exchange Act and (ii) each of the Sponsor and the Depositor 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 Underwriter of the representation, warranty and covenant set forth in Section 5(g); (b) the Sponsor or the Depositor has complied with and will comply with Rule 15Ga-2 of the Exchange Act with respect to any third-party due diligence services (as defined in Rule 17g-10(d)(1) of the Exchange Act) (a “Third-Party Diligence Report” relating to the Offered Notes) performed on behalf of the Sponsor or the Depositor, other than any breach arising from a breach by any Underwriter of the representation, warranty and covenant set forth in Section 5(g)(ii), and the Sponsor or the Depositor has furnished (and will furnish) to the Commission any Form ABS-15G required in connection with a Third-Party Diligence Report, within the time period required by Rule 15Ga-2; (c) on or prior to the date of this Agreement, neither the Sponsor nor the Depositor has requested (or caused any person to request) any Third-Party Diligence Report, other than the Third-Party Diligence Report set forth on Schedule 7, and, to the extent it has requested any Third-Party Diligence Report, it has made available such report to each Underwriter; (d) as of the Closing Date, the Sponsor shall have duly authorized, executed and delivered the Asset Representations Review Agreement. When the Asset Representations Review Agreement has been duly authorized, executed and delivered, the Asset Representations Review Agreement shall constitute the legal, valid and binding obligation of the Sponsor enforceable against the Sponsor, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and (e) the Sponsor has complied, and will comply as of the Closing Date, complied with Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”), either directly or (to the extent permitted by the Credit Risk Retention Rules) through a majority-owned affiliate (as defined in the Credit Risk Retention Rules).