Common use of Repurchase Events Clause in Contracts

Repurchase Events. By its execution of the Further Transfer Agreements to which it is a party, the Seller shall acknowledge the assignment by Ally Auto of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment to the Issuing Entity as shall be provided in the Further Transfer Agreements. The Seller hereby covenants and agrees with Ally Auto for the benefit of Ally Auto and the Interested Parties that in the event of a breach of any of the Seller’s representations and warranties contained in Section 3.01 hereof with respect to any Receivable (a “Repurchase Event”), the Seller will repurchase such Receivable from the Issuing Entity (if the Issuing Entity is then the Owner of such Receivable) on the date and for the amount specified in the Further Transfer Agreements, without further notice from Ally Auto hereunder. Upon the occurrence of a Repurchase Event with respect to a Receivable for which Ally Auto is the Owner, the Seller agrees to repurchase such Receivable from Ally Auto for an amount and upon the same terms as the Seller would be obligated to repurchase such Receivable from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of such amount, the Seller shall have such rights with respect to such Receivable as if the Seller had purchased such Receivable from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of the Seller to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller for such breach available to Ally Auto or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Servicing Agreements to which it is a party, the Seller shall acknowledge the assignment by Ally Auto XXXX of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment Assignments to the Issuing Entity as shall be provided in the Further Transfer and Servicing Agreements. The Seller hereby covenants and agrees with Ally Auto XXXX for the benefit of Ally Auto XXXX and the Interested Parties that in the event of a breach of any of the Seller’s representations and warranties contained in Section 3.01 4.01 hereof with respect to any Receivable (a “Repurchase Event”), the Seller will repurchase such Receivable from the Issuing Entity (if the Issuing Entity is then the Owner of such Receivable) on the date and for the amount specified in the Further Transfer and Servicing Agreements, without further notice from Ally Auto XXXX hereunder. Upon the occurrence of a Repurchase Event with respect to a Receivable for which Ally Auto XXXX is the Owner, the Seller agrees to repurchase such Receivable from Ally Auto XXXX for an amount and upon the same terms as the Seller would be obligated to repurchase such Receivable from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of such amount, the Seller shall have such rights with respect to such Receivable as if the Seller had purchased such Receivable from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of the Seller to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller for such breach available to Ally Auto XXXX or any Interested Party.

Repurchase Events. By its execution of the Further Transfer Agreements to which it is a party, the Seller shall acknowledge the assignment by Ally Auto of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment to the Issuing Entity as shall be provided in the Further Transfer Agreements. The Seller hereby covenants and agrees with Ally Auto for the benefit of Ally Auto and the Interested Parties that in the event of a breach of any of the Seller’s representations and warranties contained in Section 3.01 or Section 3.02 hereof with respect to any Receivable (a “Repurchase Event”), the Seller will shall, if required by the Further Transfer Agreements, repurchase such Warranty Receivable from the Issuing Entity (if the Issuing Entity is then the Owner of such Warranty Receivable) on the date and for the amount specified in the Further Transfer Agreements, in each case, without further notice from Ally Auto hereunder. Upon the occurrence of a Repurchase Event with respect to a Warranty Receivable for which Ally Auto is the Owner, the Seller agrees to repurchase such Warranty Receivable from Ally Auto for an amount and upon the same terms as the Seller would be obligated to repurchase such Warranty Receivable from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of such amountthe Warranty Payment, the Seller shall have such rights with respect to such Warranty Receivable as if the Seller had purchased such Warranty Receivable from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of the Seller to repurchase any Warranty Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller for such breach available to Ally Auto or any Interested Party.

Repurchase Events. By its execution of the Further Transfer Agreements to which it is a party, the Seller shall acknowledge the assignment by Ally Auto of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment to the Issuing Entity as shall be provided in the Further Transfer Agreements. The Seller hereby covenants and agrees (which covenant and agreement is conditioned upon the execution and delivery of the Further Transfer Agreements by the parties thereto) with Ally Auto for the benefit of Ally Auto and the Interested Parties that in the event of a breach of any of the Seller’s representations and warranties contained in Section 3.01 hereof with respect to any Receivable Secured Note (a “Repurchase Event”), the Seller will shall repurchase such Receivable Secured Note from the Issuing Entity (if the Issuing Entity is then the Owner of such ReceivableSecured Note) on the date and for the amount specified in the Further Transfer Agreements, without further notice from Ally Auto hereunder. Upon the occurrence of a Repurchase Event with respect to a Receivable Secured Note for which Ally Auto is the Owner, the Seller agrees to repurchase such Receivable Secured Note from Ally Auto for an amount and upon the same terms as the Seller would be obligated to repurchase such Receivable Secured Note from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of such amount, the Seller shall have such rights with respect to such Receivable Secured Note as if the Seller had purchased such Receivable Secured Note from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of the Seller to repurchase any Receivable Secured Note as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller under the AART Transaction Documents for such breach available to Ally Auto or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Servicing Agreements to which it is a party, the Seller shall acknowledge the assignment by Ally Auto of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment to the Issuing Entity as shall be provided in the Further Transfer and Servicing Agreements. The Seller hereby covenants and agrees with Ally Auto for the benefit of Ally Auto and the Interested Parties that in the event of a breach of any of the Seller’s representations and warranties contained in Section 3.01 4.01 hereof with respect to any Receivable (a “Repurchase Event”), the Seller will repurchase such Receivable from the Issuing Entity (if the Issuing Entity is then the Owner of such Receivable) on the date and for the amount specified in the Further Transfer and Servicing Agreements, without further notice from Ally Auto hereunder. Upon the occurrence of a Repurchase Event with respect to a Receivable for which Ally Auto is the Owner, the Seller agrees to repurchase such Receivable from Ally Auto for an amount and upon the same terms as the Seller would be obligated to repurchase such Receivable from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of such amount, the Seller shall have such rights with respect to such Receivable as if the Seller had purchased such Receivable from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of the Seller to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller for such breach available to Ally Auto or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Servicing Agreements to which it is a party, the Seller NFC shall be deemed to acknowledge the assignment by Ally Auto NFRRC of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment to the Issuing Entity Issuer as shall be provided in the Further Transfer and Servicing Agreements. The Seller NFC hereby covenants and agrees with Ally Auto NFRRC for the benefit of Ally Auto NFRRC and the Interested Parties Parties, that in the event of a breach of any of the Seller’s NFC's representations and warranties contained in Section 3.01 hereof with respect to any Receivable (a “"Repurchase Event”") as of the second Accounting Date following NFC's discovery or its receipt of notice of breach (or, at NFC's election, the first Accounting Date following such discovery), the Seller unless such breach shall have been cured in all material respects, NFC will repurchase such Receivable from the Issuing Entity Issuer (if the Issuing Entity Issuer is then the Owner of such Receivable) on the date and related Distribution Date for an amount equal to the amount specified in the Further Transfer AgreementsWarranty Payment, without further notice from Ally Auto NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a Receivable for which Ally Auto NFRRC is the Owner, the Seller NFC agrees to repurchase such Receivable from Ally Auto NFRRC for an amount and upon the same terms as the Seller NFC would be obligated to repurchase such Receivable from the Issuing Entity Issuer if the Issuing Entity Issuer was then the Owner thereof, and upon payment of such amount, the Seller NFC shall have such rights with respect to such Receivable as if the Seller NFC had purchased such Receivable from the Issuing Entity Issuer as the Owner thereof. It is understood and agreed that the obligation of the Seller NFC to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller NFC for such breach available to Ally Auto NFRRC or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Servicing Agreements to which it is a party, the Seller shall acknowledge the assignment by Ally Auto CXXX of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment to the Issuing Entity as shall be provided in the Further Transfer and Servicing Agreements. The Seller hereby covenants and agrees with Ally Auto CXXX for the benefit of Ally Auto CXXX and the Interested Parties that in the event of a breach of any of the Seller’s representations and warranties contained in Section 3.01 4.01 hereof with respect to any Receivable (a “Repurchase Event”), the Seller will repurchase such Receivable from the Issuing Entity (if the Issuing Entity is then the Owner of such Receivable) on the date and for the amount specified in the Further Transfer and Servicing Agreements, without further notice from Ally Auto CXXX hereunder. Upon the occurrence of a Repurchase Event with respect to a Receivable for which Ally Auto CXXX is the Owner, the Seller agrees to repurchase such Receivable from Ally Auto CXXX for an amount and upon the same terms as the Seller would be obligated to repurchase such Receivable from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of such amount, the Seller shall have such rights with respect to such Receivable as if the Seller had purchased such Receivable from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of the Seller to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller for such breach available to Ally Auto CXXX or any Interested Party.

Repurchase Events. By its execution of the Further Transfer Agreements to which it is a party, the Seller shall acknowledge the assignment by Ally Auto of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment to the Issuing Entity as shall be provided in the Further Transfer Agreements. The Seller hereby covenants and agrees with Ally Auto for the benefit of Ally Auto and the Interested Parties that in the event of a breach of any of the Seller’s representations and warranties contained in Section 3.01 hereof with respect to any Receivable (a “Repurchase Event”), the Seller will shall repurchase such Receivable from the Issuing Entity (if the Issuing Entity is then the Owner of such Receivable) on the date and for the amount specified in the Further Transfer Agreements, without further notice from Ally Auto hereunder. Upon the occurrence of a Repurchase Event with respect to a Receivable for which Ally Auto is the Owner, the Seller agrees to repurchase such Receivable from Ally Auto for an amount and upon the same terms as the Seller would be obligated to repurchase such Receivable from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of such amount, the Seller shall have such rights with respect to such Receivable as if the Seller had purchased such Receivable from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of the Seller to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller for such breach available to Ally Auto or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Servicing Agreements to which it is a party, the Seller GMAC shall acknowledge the assignment by Ally Auto XXXX of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment to the Issuing Entity Issuer as shall be provided in the Further Transfer and Servicing Agreements. The Seller GMAC hereby covenants and agrees with Ally Auto XXXX for the benefit of Ally Auto XXXX and the Interested Parties that in the event of a breach of any of the Seller’s GMAC's representations and warranties contained in Section 3.01 4.01 hereof with respect to any Receivable (a “"Repurchase Event”"), the Seller GMAC will repurchase such Receivable from the Issuing Entity Issuer (if the Issuing Entity Issuer is then the Owner of such Receivable) on the date and for the amount specified in the Further Transfer and Servicing Agreements, without further notice from Ally Auto XXXX hereunder. Upon the occurrence of a Repurchase Event with respect to a Receivable for which Ally Auto XXXX is the Owner, the Seller GMAC agrees to repurchase such Receivable from Ally Auto XXXX for an amount and upon the same terms as the Seller GMAC would be obligated to repurchase such Receivable from the Issuing Entity Issuer if the Issuing Entity Issuer was then the Owner thereof, and upon payment of such amount, the Seller GMAC shall have such rights with respect to such Receivable as if the Seller GMAC had purchased such Receivable from the Issuing Entity Issuer as the Owner thereof. It is understood and agreed that the obligation of the Seller GMAC to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller GMAC for such breach available to Ally Auto XXXX or any Interested Party.

Repurchase Events. By its execution of the Further Transfer Agreements to which it is a party, the Seller shall acknowledge the assignment by Ally Auto of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment to the Issuing Entity as shall be provided in the Further Transfer Agreements. The Seller hereby covenants and agrees with Ally Auto for the benefit of Ally Auto and the Interested Parties that in the event of a breach of any of the Seller’s representations and warranties contained in Section 3.01 or Section 3.02 hereof with respect to any Receivable (a “Repurchase Event”), the Seller will shall, if required by the Further Transfer Agreements, repurchase such Warranty Receivable from the Issuing Entity (if the Issuing Entity is then the Owner of such Warranty Receivable) on the date and for the amount specified in the Further Transfer Agreements, without further notice from Ally Auto hereunder. Upon If the occurrence of Seller repurchases a Repurchase Event with respect to a Warranty Receivable for which Ally Auto is the Owner, the Seller agrees to repurchase such Warranty Receivable from Ally Auto for an amount and upon the same terms as the Seller would be obligated to repurchase such Receivable from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of such amountthe Warranty Payment, the Seller shall have such rights with respect to such Warranty Receivable as if the Seller had purchased such Warranty Receivable from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of the Seller to repurchase any Warranty Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller for such breach available to Ally Auto or any Interested Party.

Repurchase Events. By its execution of the Further Transfer ----------------- and Servicing Agreements to which it is a party, the Seller NFC shall be deemed to acknowledge the assignment by Ally Auto NFRRC of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment to the Issuing Entity Subsequent Transferee as shall be provided in the Further Transfer and Servicing Agreements. The Seller NFC hereby covenants and agrees with Ally Auto NFRRC for the benefit of Ally Auto NFRRC and the Interested Parties Parties, that in the event of a breach of any of the Seller’s NFC's representations and warranties contained in Section 3.01 hereof with respect to any Designated Receivable (a “"Repurchase Event”") as of the second Accounting Date following NFC's discovery or its receipt of notice of breach (or, at NFC's election, the first Accounting Date following such discovery), the Seller unless such breach shall have been cured in all material respects, NFC will repurchase such Designated Receivable from the Issuing Entity Subsequent Transferee (if the Issuing Entity Subsequent Transferee is then the Owner of such Designated Receivable) on the date and related Distribution Date for an amount equal to the amount specified in the Further Transfer AgreementsWarranty Payment, without further notice from Ally Auto NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a Designated Receivable for which Ally Auto NFRRC is the Owner, the Seller NFC agrees to repurchase such Designated Receivable from Ally Auto NFRRC for an amount and upon the same terms as the Seller NFC would be obligated to repurchase such Designated Receivable from the Issuing Entity Subsequent Transferee if the Issuing Entity Subsequent Transferee was then the Owner thereof, and upon payment of such amount, the Seller NFC shall have such rights with respect to such Designated Receivable as if the Seller NFC had purchased such Designated Receivable from the Issuing Entity Subsequent Transferee as the Owner thereof. It is understood and agreed that the obligation of the Seller NFC to repurchase any Designated Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller NFC for such breach available to Ally Auto NFRRC or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Servicing Agreements to which it is a party, the Seller shall acknowledge the assignment by Ally Auto XXXX of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment Assignment[s] to the Issuing Entity as shall be provided in the Further Transfer and Servicing Agreements. The Seller hereby covenants and agrees with Ally Auto XXXX for the benefit of Ally Auto XXXX and the Interested Parties that in the event of a breach of any of the Seller’s representations and warranties contained in Section 3.01 Sections 4.01 or 4.02 hereof with respect to any Receivable (a “Repurchase Event”), the Seller will shall, if required by the Further Transfer and Servicing Agreements, repurchase such Receivable from the Issuing Entity (if the Issuing Entity is then the Owner of such Receivable) on the date and for the amount specified in the Further Transfer and Servicing Agreements, without further notice from Ally Auto XXXX hereunder. Upon the occurrence of a Repurchase Event with respect to a Receivable for which Ally Auto XXXX is the Owner, the Seller agrees to repurchase such Receivable from Ally Auto XXXX for an amount and upon the same terms as the Seller would be obligated to repurchase such Receivable from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of such amount, the Seller shall have such rights with respect to such Receivable as if the Seller had purchased such Receivable from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of the Seller to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller for such breach available to Ally Auto XXXX or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Servicing Agreements to which it is a party, the Seller GMAC shall acknowledge the assignment by Ally Auto XXXX of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment Assignments to the Issuing Entity Issuer as shall be provided in the Further Transfer and Servicing Agreements. The Seller GMAC hereby covenants and agrees with Ally Auto XXXX for the benefit of Ally Auto XXXX and the Interested Parties that in the event of a breach of any of the Seller’s GMAC's representations and warranties contained in Section 3.01 4.01 hereof with respect to any Receivable (a “"Repurchase Event”"), the Seller GMAC will repurchase such Receivable from the Issuing Entity Issuer (if the Issuing Entity Issuer is then the Owner of such Receivable) on the date and for the amount specified in the Further Transfer and Servicing Agreements, without further notice from Ally Auto XXXX hereunder. Upon the occurrence of a Repurchase Event with respect to a Receivable for which Ally Auto XXXX is the Owner, the Seller GMAC agrees to repurchase such Receivable from Ally Auto XXXX for an amount and upon the same terms as the Seller GMAC would be obligated to repurchase such Receivable from the Issuing Entity Issuer if the Issuing Entity Issuer was then the Owner thereof, and upon payment of such amount, the Seller GMAC shall have such rights with respect to such Receivable as if the Seller GMAC had purchased such Receivable from the Issuing Entity Issuer as the Owner thereof. It is understood and agreed that the obligation of the Seller GMAC to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller GMAC for such breach available to Ally Auto XXXX or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Servicing Agreements to which it is a party, the Seller GMAC shall acknowledge the assignment by Ally Auto CXXX of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment to the Issuing Entity as shall be provided in the Further Transfer and Servicing Agreements. The Seller GMAC hereby covenants and agrees with Ally Auto CXXX for the benefit of Ally Auto CXXX and the Interested Parties that in the event of a breach of any of the SellerGMAC’s representations and warranties contained in Section 3.01 4.01 hereof with respect to any Receivable (a “Repurchase Event”), the Seller GMAC will repurchase such Receivable from the Issuing Entity (if the Issuing Entity is then the Owner of such Receivable) on the date and for the amount specified in the Further Transfer and Servicing Agreements, without further notice from Ally Auto CXXX hereunder. Upon the occurrence of a Repurchase Event with respect to a Receivable for which Ally Auto CXXX is the Owner, the Seller GMAC agrees to repurchase such Receivable from Ally Auto CXXX for an amount and upon the same terms as the Seller GMAC would be obligated to repurchase such Receivable from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of such amount, the Seller GMAC shall have such rights with respect to such Receivable as if the Seller GMAC had purchased such Receivable from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of the Seller GMAC to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller GMAC for such breach available to Ally Auto CXXX or any Interested Party.

Repurchase Events. By its execution of the Further Transfer Agreements to which it is a party, the Seller shall acknowledge the assignment by Ally Auto of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment Assignment[s] to the Issuing Entity as shall be provided in the Further Transfer Agreements. The Seller hereby covenants and agrees with Ally Auto for the benefit of Ally Auto and the Interested Parties that in the event of a breach of any of the Seller’s representations and warranties contained in Section 3.01 or Section 3.02 hereof with respect to any Receivable (a “Repurchase Event”), the Seller will shall, if required by the Further Transfer Agreements, repurchase such Receivable from the Issuing Entity (if the Issuing Entity is then the Owner of such Receivable) on the date and for the amount specified in the Further Transfer Agreements, without further notice from Ally Auto hereunder. Upon the occurrence of a Repurchase Event with respect to a Receivable for which Ally Auto is the Owner, the Seller agrees to repurchase such Receivable from Ally Auto for an amount and upon the same terms as the Seller would be obligated to repurchase such Receivable from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of such amount, the Seller shall have such rights with respect to such Receivable as if the Seller had purchased such Receivable from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of the Seller to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller for such breach available to Ally Auto or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Servicing Agreements to which it is a party, the Seller GMAC shall acknowledge the assignment by Ally Auto CARI of such of its right, title and interest in, to and under this thxx Agreement and the First Step Receivables Assignment to the Issuing Entity Issuer as shall be provided in the Further Transfer and Servicing Agreements. The Seller GMAC hereby covenants and agrees with Ally Auto CARI for the benefit of Ally Auto CARI and the Interested Parties that in the txx event of a breach xx xny of any of the Seller’s GMAC's representations and warranties contained in Section 3.01 4.01 hereof with respect to any Receivable (a “"Repurchase Event”"), the Seller GMAC will repurchase such Receivable from the Issuing Entity Issuer (if the Issuing Entity Issuer is then the Owner of such Receivable) on the date and for the amount specified in the Further Transfer and Servicing Agreements, without further notice from Ally Auto CARI hereunder. Upon the occurrence of a Repurchase Event with respect to respexx xo a Receivable for which Ally Auto CARI is the Owner, the Seller GMAC agrees to repurchase such Receivable from Ally Auto XXXI for an amount and upon the same terms as the Seller GMAC would be obligated to obligatex xx repurchase such Receivable from the Issuing Entity Issuer if the Issuing Entity Issuer was then the Owner thereof, and upon payment of such amount, the Seller GMAC shall have such rights with respect to such Receivable as if the Seller GMAC had purchased such Receivable from the Issuing Entity Issuer as the Owner thereof. It is understood and agreed that the obligation of the Seller GMAC to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller GMAC for such breach available to Ally Auto CARI or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Servicing Agreements to which it is a party, the Seller GMAC shall acknowledge the assignment by Ally Auto of CARI xx such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment to the Issuing Entity Issuer as shall be provided in the Further Transfer and Servicing Agreements. The Seller GMAC hereby covenants and agrees with Ally Auto for CARI xxx the benefit of Ally Auto and CARI xxx the Interested Parties that in the event of a breach of any of the Seller’s GMAC's representations and warranties contained in Section 3.01 4.01 hereof with respect to any Receivable (a “"Repurchase Event”"), the Seller GMAC will repurchase such Receivable from the Issuing Entity Issuer (if the Issuing Entity Issuer is then the Owner of such Receivable) on the date and for the amount specified in the Further Transfer and Servicing Agreements, without further notice from Ally Auto hereunderCARI xxxeunder. Upon the occurrence of a Repurchase Event with respect to a Receivable for which Ally Auto is CARI xx the Owner, the Seller GMAC agrees to repurchase such Receivable from Ally Auto for CARI xxx an amount and upon the same terms as the Seller GMAC would be obligated to repurchase such Receivable from the Issuing Entity Issuer if the Issuing Entity Issuer was then the Owner thereof, and upon payment of such amount, the Seller GMAC shall have such rights with respect to such Receivable as if the Seller GMAC had purchased such Receivable from the Issuing Entity Issuer as the Owner thereof. It is understood and agreed that the obligation of the Seller GMAC to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller GMAC for such breach available to Ally Auto or CARI xx any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Servicing Agreements to which it is a party, the Seller GMAC shall acknowledge the assignment by Ally Auto CARI of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment Xxxxement to the Issuing Entity Issuer as shall be provided in the Further Transfer and Servicing Agreements. The Seller GMAC hereby covenants and agrees with Ally Auto CARI for the benefit of Ally Auto CARI and the Interested Parties that in the event thx xvent of a breach ox xxy of any of the Seller’s GMAC's representations and warranties contained in Section 3.01 4.01 hereof with respect to any Receivable (a “"Repurchase Event”"), the Seller GMAC will repurchase such Receivable from the Issuing Entity Issuer (if the Issuing Entity Issuer is then the Owner of such Receivable) on the date and for the amount specified in the Further Transfer and Servicing Agreements, without further notice from Ally Auto CARI hereunder. Upon the occurrence of a Repurchase Event with respect to respecx xx a Receivable for which Ally Auto CARI is the Owner, the Seller GMAC agrees to repurchase such Receivable from Ally Auto XXXX for an amount and upon the same terms as the Seller GMAC would be obligated to xx repurchase such Receivable from the Issuing Entity Issuer if the Issuing Entity Issuer was then the Owner thereof, and upon payment of such amount, the Seller GMAC shall have such rights with respect to such Receivable as if the Seller GMAC had purchased such Receivable from the Issuing Entity Issuer as the Owner thereof. It is understood and agreed that the obligation of the Seller GMAC to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller GMAC for such breach available to Ally Auto CARI or any Interested Party.

Repurchase Events. By its execution of the Further Second Step Transfer and Servicing Agreements to which it is a party, the Seller GMAC shall acknowledge the assignment by Ally Auto XXXX of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment Assignments to the Issuing Entity Issuer as shall be provided in the Further Second Step Transfer and Servicing Agreements. The Seller GMAC hereby covenants and agrees with Ally Auto XXXX for the benefit of Ally Auto XXXX and the Interested Parties that in the event of a breach of any of the Seller’s GMAC's representations and warranties contained in Section 3.01 4.01 hereof with respect to any Receivable (a “"Repurchase Event”"), the Seller GMAC will repurchase such Receivable from the Issuing Entity Issuer (if the Issuing Entity Issuer is then the Owner of such Receivable) on the date and for the amount specified in the Further Second Step Transfer and Servicing Agreements, without further notice from Ally Auto XXXX hereunder. Upon the occurrence of a Repurchase Event with respect to a Receivable for which Ally Auto XXXX is the Owner, the Seller GMAC agrees to repurchase such Receivable from Ally Auto XXXX for an amount and upon the same terms as the Seller GMAC would be obligated to repurchase such Receivable from the Issuing Entity Issuer if the Issuing Entity Issuer was then the Owner thereof, and upon payment of such amount, the Seller GMAC shall have such rights with respect to such Receivable as if the Seller GMAC had purchased such Receivable from the Issuing Entity Issuer as the Owner thereof. It is understood and agreed that the obligation of the Seller GMAC to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller GMAC for such breach available to Ally Auto XXXX or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Servicing Agreements to which it is a party, the Seller shall acknowledge the assignment by Ally Auto XXXX of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment to the Issuing Entity as shall be provided in the Further Transfer and Servicing Agreements. The Seller hereby covenants and agrees with Ally Auto XXXX for the benefit of Ally Auto XXXX and the Interested Parties that in the event of a breach of any of the Seller’s representations and warranties contained in Section 3.01 4.01 hereof with respect to any Receivable (a “Repurchase Event”), the Seller will repurchase such Receivable from the Issuing Entity (if the Issuing Entity is then the Owner of such Receivable) on the date and for the amount specified in the Further Transfer and Servicing Agreements, without further notice from Ally Auto XXXX hereunder. Upon the occurrence of a Repurchase Event with respect to a Receivable for which Ally Auto XXXX is the Owner, the Seller agrees to repurchase such Receivable from Ally Auto XXXX for an amount and upon the same terms as the Seller would be obligated to repurchase such Receivable from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of such amount, the Seller shall have such rights with respect to such Receivable as if the Seller had purchased such Receivable from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of the Seller to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller for such breach available to Ally Auto XXXX or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Servicing Agreements to which it is a party, the Seller GMAC shall acknowledge the assignment by Ally Auto CARI of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment thix Xgreement to the Issuing Entity Issuer as shall be provided in the Further Transfer and Servicing Agreements. The Seller GMAC hereby covenants and agrees with Ally Auto CARI for the benefit of Ally Auto CARI and the Interested Parties that in the event thx xvent of a breach ox xxy of any of the Seller’s GMAC's representations and warranties contained in Section 3.01 SECTION 4.01 hereof with respect to any Receivable (a “Repurchase Event”"REPURCHASE EVENT"), the Seller GMAC will repurchase such Receivable from the Issuing Entity Issuer (if the Issuing Entity Issuer is then the Owner of such Receivable) on the date and for the amount specified in the Further Transfer and Servicing Agreements, without further notice from Ally Auto CARI hereunder. Upon the occurrence of a Repurchase Event with respect to respecx xx a Receivable for which Ally Auto CARI is the Owner, the Seller GMAC agrees to repurchase such Receivable from Ally Auto XXXX for an amount and upon the same terms as the Seller GMAC would be obligated to xx repurchase such Receivable from the Issuing Entity Issuer if the Issuing Entity Issuer was then the Owner thereof, and upon payment of such amount, the Seller GMAC shall have such rights with respect to such Receivable as if the Seller GMAC had purchased such Receivable from the Issuing Entity Issuer as the Owner thereof. It is understood and agreed that the obligation of the Seller GMAC to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller GMAC for such breach available to Ally Auto CARI or any Interested Party.

Repurchase Events. By its execution of the Further Transfer ----------------- and Servicing Agreements to which it is a party, the Seller NFC shall be deemed to acknowledge the assignment by Ally Auto NFRRC of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment to the Issuing Entity Issuer as shall be provided in the Further Transfer and Servicing Agreements. The Seller NFC hereby covenants and agrees with Ally Auto NFRRC for the benefit of Ally Auto NFRRC and the Interested Parties Parties, that in the event of a breach of any of the Seller’s NFC's representations and warranties contained in Section 3.01 hereof with respect to any Receivable (a “Repurchase Event”"REPURCHASE EVENT") as of the second Accounting Date following NFC's discovery or its receipt of notice of breach (or, at NFC's election, the first Accounting Date following such discovery), the Seller unless such breach shall have been cured in all material respects, NFC will repurchase such Receivable from the Issuing Entity Issuer (if the Issuing Entity Issuer is then the Owner of such Receivable) on the date and related Distribution Date for an amount equal to the amount specified in the Further Transfer AgreementsWarranty Payment, without further notice from Ally Auto NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a Receivable for which Ally Auto NFRRC is the Owner, the Seller NFC agrees to repurchase such Receivable from Ally Auto NFRRC for an amount and upon the same terms as the Seller NFC would be obligated to repurchase such Receivable from the Issuing Entity Issuer if the Issuing Entity Issuer was then the Owner thereof, and upon payment of such amount, the Seller NFC shall have such rights with respect to such Receivable as if the Seller NFC had purchased such Receivable from the Issuing Entity Issuer as the Owner thereof. It is understood and agreed that the obligation of the Seller NFC to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller NFC for such breach available to Ally Auto NFRRC or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Servicing Agreements to which it is a party, the Seller GMAC shall acknowledge the assignment by Ally Auto XXXX of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment to the Issuing Entity Issuer as shall be provided in the Further Transfer and Servicing Agreements. The Seller GMAC hereby covenants and agrees with Ally Auto XXXX for the benefit of Ally Auto XXXX and the Interested Parties that in the event of a breach of any of the Seller’s GMAC's representations and warranties contained in Section 3.01 4.01 hereof with respect to any Receivable (a “"Repurchase Event”"), the Seller GMAC will repurchase such Receivable from the Issuing Entity Issuer (if the Issuing Entity Issuer is then the Owner of such Receivable) on the date and for the amount specified in the Further Transfer and Servicing Agreements, without further notice from Ally Auto XXXX hereunder. Upon the occurrence of a Repurchase Event with respect to a Receivable for which Ally Auto XXXX is the Owner, the Seller GMAC agrees to repurchase such Receivable from Ally Auto XXXX for an amount and upon the same terms as the Seller GMAC would be obligated to repurchase such Receivable from the Issuing Entity Issuer if the Issuing Entity Issuer was then the Owner thereof, and upon payment of such amount, the Seller GMAC shall have such rights with respect to such Receivable as if the Seller GMAC had purchased such Receivable from the Issuing Entity Issuer as the Owner thereof. It is understood and agreed that the obligation of the Seller GMAC to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller GMAC for such breach available to Ally Auto XXXX or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Servicing Agreements to which it is a party, the Seller GMAC shall acknowledge the assignment by Ally Auto CXXX of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment to the Issuing Entity Issuer as shall be provided in the Further Transfer and Servicing Agreements. The Seller GMAC hereby covenants and agrees with Ally Auto CXXX for the benefit of Ally Auto CXXX and the Interested Parties that in the event of a breach of any of the SellerGMAC’s representations and warranties contained in Section 3.01 4.01 hereof with respect to any Receivable (a “Repurchase Event”), the Seller GMAC will repurchase such Receivable from the Issuing Entity Issuer (if the Issuing Entity Issuer is then the Owner of such Receivable) on the date and for the amount specified in the Further Transfer and Servicing Agreements, without further notice from Ally Auto CXXX hereunder. Upon the occurrence of a Repurchase Event with respect to a Receivable for which Ally Auto CXXX is the Owner, the Seller GMAC agrees to repurchase such Receivable from Ally Auto CXXX for an amount and upon the same terms as the Seller GMAC would be obligated to repurchase such Receivable from the Issuing Entity Issuer if the Issuing Entity Issuer was then the Owner thereof, and upon payment of such amount, the Seller GMAC shall have such rights with respect to such Receivable as if the Seller GMAC had purchased such Receivable from the Issuing Entity Issuer as the Owner thereof. It is understood and agreed that the obligation of the Seller GMAC to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller GMAC for such breach available to Ally Auto CXXX or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Servicing Agreements to which it is a party, the Seller GMAC shall acknowledge the assignment by Ally Auto CARI of such of its right, title and interest in, to and under this Agreement Axxxxment and the First Step Receivables Assignment Assignments to the Issuing Entity Issuer as shall be provided in the Further Transfer and Servicing Agreements. The Seller GMAC hereby covenants and agrees with Ally Auto CARI for the benefit of Ally Auto CARI and the Interested Parties that in the event exxxx of a breach of any of the Seller’s xx XMAC's representations and warranties contained in Section 3.01 4.01 hereof with respect to any Receivable (a “"Repurchase Event”"), the Seller GMAC will repurchase such Receivable from the Issuing Entity Issuer (if the Issuing Entity Issuer is then the Owner of such Receivable) on the date and for the amount specified in the Further Transfer and Servicing Agreements, without further notice from Ally Auto CARI hereunder. Upon the occurrence of a Repurchase Event with respect to respecx xx a Receivable for which Ally Auto CARI is the Owner, the Seller GMAC agrees to repurchase such Receivable from Ally Auto for CARX xxr an amount and upon the same terms as the Seller GMAC would be obligated to xx repurchase such Receivable from the Issuing Entity Issuer if the Issuing Entity Issuer was then the Owner thereof, and upon payment of such amount, the Seller GMAC shall have such rights with respect to such Receivable as if the Seller GMAC had purchased such Receivable from the Issuing Entity Issuer as the Owner thereof. It is understood and agreed that the obligation of the Seller GMAC to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller GMAC for such breach available to Ally Auto CARI or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Servicing Agreements to which it is a party, the Seller shall acknowledge the assignment by Ally Auto XXXX of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment Assignment[s] to the Issuing Entity as shall be provided in the Further Transfer and Servicing Agreements. The Seller hereby covenants and agrees with Ally Auto XXXX for the benefit of Ally Auto XXXX and the Interested Parties that in the event of a breach of any of the Seller’s representations and warranties contained in Section 3.01 4.01 hereof with respect to any Receivable (a “Repurchase Event”), the Seller will repurchase such Receivable from the Issuing Entity (if the Issuing Entity is then the Owner of such Receivable) on the date and for the amount specified in the Further Transfer and Servicing Agreements, without further notice from Ally Auto XXXX hereunder. Upon the occurrence of a Repurchase Event with respect to a Receivable for which Ally Auto XXXX is the Owner, the Seller agrees to repurchase such Receivable from Ally Auto XXXX for an amount and upon the same terms as the Seller would be obligated to repurchase such Receivable from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of such amount, the Seller shall have such rights with respect to such Receivable as if the Seller had purchased such Receivable from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of the Seller to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller for such breach available to Ally Auto XXXX or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Servicing Agreements to which it is a party, the Seller GMAC shall acknowledge the assignment by Ally Auto CARI of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment thix Xgreement to the Issuing Entity Issuer as shall be provided in the Further Transfer and Servicing Agreements. The Seller GMAC hereby covenants and agrees with Ally Auto CARI for the benefit of Ally Auto CARI and the Interested Parties that in the event thx xvent of a breach ox xxy of any of the Seller’s GMAC's representations and warranties contained in Section 3.01 4.01 hereof with respect to any Receivable (a “"Repurchase Event”"), the Seller GMAC will repurchase such Receivable from the Issuing Entity Issuer (if the Issuing Entity Issuer is then the Owner of such Receivable) on the date and for the amount specified in the Further Transfer and Servicing Agreements, without further notice from Ally Auto CARI hereunder. Upon the occurrence of a Repurchase Event with respect to respecx xx a Receivable for which Ally Auto CARI is the Owner, the Seller GMAC agrees to repurchase such Receivable from Ally Auto XXXX for an amount and upon the same terms as the Seller GMAC would be obligated to xx repurchase such Receivable from the Issuing Entity Issuer if the Issuing Entity Issuer was then the Owner thereof, and upon payment of such amount, the Seller GMAC shall have such rights with respect to such Receivable as if the Seller GMAC had purchased such Receivable from the Issuing Entity Issuer as the Owner thereof. It is understood and agreed that the obligation of the Seller GMAC to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller GMAC for such breach available to Ally Auto CARI or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Servicing Agreements to which it is a party, the Seller shall acknowledge the assignment by Ally Auto of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment Assignment[s] to the Issuing Entity as shall be provided in the Further Transfer and Servicing Agreements. The Seller hereby covenants and agrees with Ally Auto for the benefit of Ally Auto and the Interested Parties that in the event of a breach of any of the Seller’s representations and warranties contained in Section 3.01 4.01 hereof with respect to any Receivable (a “Repurchase Event”), the Seller will repurchase such Receivable from the Issuing Entity (if the Issuing Entity is then the Owner of such Receivable) on the date and for the amount specified in the Further Transfer and Servicing Agreements, without further notice from Ally Auto hereunder. Upon the occurrence of a Repurchase Event with respect to a Receivable for which Ally Auto is the Owner, the Seller agrees to repurchase such Receivable from Ally Auto for an amount and upon the same terms as the Seller would be obligated to repurchase such Receivable from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of such amount, the Seller shall have such rights with respect to such Receivable as if the Seller had purchased such Receivable from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of the Seller to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller for such breach available to Ally Auto or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Servicing Agreements to which it is a party, the Seller GMAC shall acknowledge the assignment by Ally Auto CARI of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment thix Xgreement to the Issuing Entity Issuer as shall be provided in the Further Transfer and Servicing Agreements. The Seller GMAC hereby covenants and agrees with Ally Auto CARI for the benefit of Ally Auto CARI and the Interested Parties that in the event thx xvent of a breach ox xxy of any of the Seller’s GMAC's representations and warranties contained in Section 3.01 4.01 hereof with respect to any Receivable (a “"Repurchase Event”"), the Seller GMAC will repurchase such Receivable from the Issuing Entity Issuer (if the Issuing Entity Issuer is then the Owner of such Receivable) on the date and for the amount specified in the Further Transfer and Servicing Agreements, without further notice from Ally Auto CARI hereunder. Upon the occurrence of a Repurchase Event with respect to a Receivable for which Ally Auto CARI is the Owner, the Seller GMAC agrees to repurchase such Receivable from Ally Auto XXXX for an amount and upon the same terms as the Seller GMAC would be obligated to xx repurchase such Receivable from the Issuing Entity Issuer if the Issuing Entity Issuer was then the Owner thereof, and upon payment of such amount, the Seller GMAC shall have such rights with respect to such Receivable as if the Seller GMAC had purchased such Receivable from the Issuing Entity Issuer as the Owner thereof. It is understood and agreed that the obligation of the Seller GMAC to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller GMAC for such breach available to Ally Auto CARI or any Interested Party.

Repurchase Events. By its execution of the Further Transfer Agreements Program Documents to which it is a party, the Seller NFC shall be deemed to acknowledge the assignment by Ally Auto NFRRC of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment to the Issuing Entity Owners as shall be provided in the Further Transfer AgreementsProgram Documents. The Seller NFC hereby covenants and agrees with Ally Auto NFRRC for the benefit of Ally Auto NFRRC and the Interested Parties Owners, that in the event of a breach of any of the Seller’s NFC's representations and warranties contained in Section 3.01 hereof with respect to any Receivable (a “"Repurchase Event”") as of the second Accounting Date following NFC's discovery or its receipt of notice of breach (or, at NFC's election, the first Accounting Date following such discovery), the Seller unless such breach shall have been cured in all material respects, NFC will repurchase such Receivable from the Issuing Entity (if the Issuing Entity is then the Owner of such Receivable) Owners on the date and related Distribution Date for an amount equal to the amount specified in the Further Transfer AgreementsWarranty Payment, without further notice from Ally Auto NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a Receivable for which Ally Auto is the Ownerowned by NFRRC, the Seller NFC agrees to repurchase such Receivable from Ally Auto NFRRC for an amount and upon the same terms as the Seller NFC would be obligated to repurchase such Receivable from the Issuing Entity Owners if such Receivable was owned by the Issuing Entity was then the Owner thereofOwners, and upon payment of such amount, the Seller NFC shall have such rights with respect to such Receivable as if the Seller NFC had purchased such Receivable from the Issuing Entity as the Owner thereofOwners. It is understood and agreed that the obligation of the Seller NFC to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, except for Section 5.5, constitute the sole remedy against the Seller NFC for such breach available to Ally Auto NFRRC or any Interested PartyOwner.

Repurchase Events. By its execution of the Further Transfer and Servicing Agreements to which it is a party, the Seller GMAC shall acknowledge the assignment by Ally Auto CARI of such of its right, title and interest in, to and under this Agreement Axxxxment and the First Step Receivables Assignment to the Issuing Entity Issuer as shall be provided in the Further Transfer and Servicing Agreements. The Seller GMAC hereby covenants and agrees with Ally Auto CARI for the benefit of Ally Auto CARI and the Interested Parties that in the event exxxx of a breach of any of the Seller’s xx XMAC's representations and warranties contained in Section 3.01 4.01 hereof with respect to any Receivable (a “"Repurchase Event”"), the Seller GMAC will repurchase such Receivable from the Issuing Entity Issuer (if the Issuing Entity Issuer is then the Owner of such Receivable) on the date and for the amount specified in the Further Transfer and Servicing Agreements, without further notice from Ally Auto CARI hereunder. Upon the occurrence of a Repurchase Event with respect to respecx xx a Receivable for which Ally Auto CARI is the Owner, the Seller GMAC agrees to repurchase such Receivable from Ally Auto for CARX xxr an amount and upon the same terms as the Seller GMAC would be obligated to xx repurchase such Receivable from the Issuing Entity Issuer if the Issuing Entity Issuer was then the Owner thereof, and upon payment of such amount, the Seller GMAC shall have such rights with respect to such Receivable as if the Seller GMAC had purchased such Receivable from the Issuing Entity Issuer as the Owner thereof. It is understood and agreed that the obligation of the Seller GMAC to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller GMAC for such breach available to Ally Auto CARI or any Interested Party.

Repurchase Events. By its execution of the Further ----------------- Transfer and Servicing Agreements to which it is a party, the Seller NFC shall be deemed to acknowledge the assignment by Ally Auto NFRRC of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment to the Issuing Entity Subsequent Transferee as shall be provided in the Further Transfer and Servicing Agreements. The Seller NFC hereby covenants and agrees with Ally Auto NFRRC for the benefit of Ally Auto NFRRC and the Interested Parties Parties, that in the event of a breach of any of the Seller’s NFC's representations and warranties contained in Section 3.01 hereof with respect to any Receivable (a “"Repurchase Event”") as of the second Accounting Date following NFC's discovery or its receipt of notice of breach (or, at NFC's election, the first Accounting Date following such discovery), the Seller unless such breach shall have been cured in all material respects, NFC will repurchase such Receivable from the Issuing Entity Subsequent Transferee (if the Issuing Entity Subsequent Transferee is then the Owner of such Receivable) on the date and related Distribution Date for an amount equal to the amount specified in the Further Transfer AgreementsWarranty Payment, without further notice from Ally Auto NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a Receivable for which Ally Auto NFRRC is the Owner, the Seller NFC agrees to repurchase such Receivable from Ally Auto NFRRC for an amount and upon the same terms as the Seller NFC would be obligated to repurchase such Receivable from the Issuing Entity Subsequent Transferee if the Issuing Entity Subsequent Transferee was then the Owner thereof, and upon payment of such amount, the Seller NFC shall have such rights with respect to such Receivable as if the Seller NFC had purchased such Receivable from the Issuing Entity Subsequent Transferee as the Owner thereof. It is understood and agreed that the obligation of the Seller NFC to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller NFC for such breach available to Ally Auto NFRRC or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Servicing Agreements to which it is a party, the Seller GMAC shall acknowledge the assignment by Ally Auto CARI of such of its right, title and interest in, to and under this Agreement Xxxxement and the First Step Receivables Assignment to the Issuing Entity Issuer as shall be provided in the Further Transfer and Servicing Agreements. The Seller GMAC hereby covenants and agrees with Ally Auto CARI for the benefit of Ally Auto CARI and the Interested Parties that in the event xxxxt of a breach of any of the Seller’s xx GMAC's representations and warranties contained in Section 3.01 4.01 hereof with respect to any Receivable (a “"Repurchase Event”"), the Seller GMAC will repurchase such Receivable from the Issuing Entity Issuer (if the Issuing Entity Issuer is then the Owner of such Receivable) on the date and for the amount specified in the Further Transfer and Servicing Agreements, without further notice from Ally Auto CARI hereunder. Upon the occurrence of a Repurchase Event with respect to respexx xo a Receivable for which Ally Auto CARI is the Owner, the Seller GMAC agrees to repurchase such Receivable from Ally Auto for CAXX xor an amount and upon the same terms as the Seller GMAC would be obligated to obligatex xx repurchase such Receivable from the Issuing Entity Issuer if the Issuing Entity Issuer was then the Owner thereof, and upon payment of such amount, the Seller GMAC shall have such rights with respect to such Receivable as if the Seller GMAC had purchased such Receivable from the Issuing Entity Issuer as the Owner thereof. It is understood and agreed that the obligation of the Seller GMAC to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller GMAC for such breach available to Ally Auto CARI or any Interested Party.

Repurchase Events. By its execution of the Further Transfer Agreements to which it is a party, the Seller shall acknowledge the assignment by Ally Auto of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment Assignment[s] to the Issuing Entity as shall be provided in the Further Transfer Agreements. The Seller hereby covenants and agrees with Ally Auto for the benefit of Ally Auto and the Interested Parties that in the event of a breach of any of the Seller’s representations and warranties contained in Section 3.01 hereof with respect to any Receivable (a “Repurchase Event”), the Seller will repurchase such Receivable from the Issuing Entity (if the Issuing Entity is then the Owner of such Receivable) on the date and for the amount specified in the Further Transfer Agreements, without further notice from Ally Auto hereunder. Upon the occurrence of a Repurchase Event with respect to a Receivable for which Ally Auto is the Owner, the Seller agrees to repurchase such Receivable from Ally Auto for an amount and upon the same terms as the Seller would be obligated to repurchase such Receivable from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of such amount, the Seller shall have such rights with respect to such Receivable as if the Seller had purchased such Receivable from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of the Seller to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller for such breach available to Ally Auto or any Interested Party.