Repurchase of Secured Notes Sample Clauses

Repurchase of Secured Notes. Upon discovery by the Seller, the Depositor, the Issuing Entity, the Administrator, the AART Owner Trustee or the AART Indenture Trustee of a breach of any of the representations and warranties in Section 3.01 of the Pooling Agreement or in Section 2.03 or Section 3.01 of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders taken as a whole in the Secured Notes and which results in any of the Noteholders or Certificateholder not being made whole, the party discovering such breach shall give prompt written notice thereof to the others. As of the last day of the second Monthly Period following its discovery or its receipt of notice of such breach (or, at the Depositor’s election, the last day of the first Monthly Period following such discovery or receipt of notice), unless such breach shall have been cured in all material respects, in the event of a breach of the representations and warranties made by the Depositor in Section 2.03 or Section 3.01, the Depositor shall repurchase, or in the event of a breach of a representation and warranty under Section 3.01 of the Pooling Agreement, the Depositor shall use reasonable efforts to enforce the obligation of the Seller under Section 4.04(a) of the Pooling Agreement to repurchase such Secured Note from the Issuing Entity on the related Distribution Date. The repurchase price to be paid by the breaching party (the “Warranty Purchaser”) shall be an amount equal to the Warranty Payment calculated as of the last day of the related Monthly Period and shall be paid on such Distribution Date. It is understood and agreed that the obligation of the Warranty Purchaser to repurchase any Secured Note as to which a breach has occurred and is continuing, and the obligation of the Depositor to enforce the Seller’s obligation to repurchase such Secured Notes pursuant to the Pooling Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor or the Seller for such breach available to the Issuing Entity, the Financial Parties, the AART Owner Trustee or the AART Indenture Trustee.

Repurchase of Secured Notes. 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 Secured Note (a “Repurchase Event”), the Seller shall repurchase such Secured Note from the Issuing Entity (if the Issuing Entity is then the Owner of such Secured 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 Secured Note for which Ally Auto is the Owner, the Seller agrees to repurchase such Secured Note from Ally Auto for an amount and upon the same terms as the Seller would be obligated to repurchase such 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 Secured Note as if the Seller had purchased such Secured Note from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of the Seller to repurchase any 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.