Common use of Repurchase or Substitution Events Clause in Contracts

Repurchase or Substitution 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 or Substitution Event”), the Seller shall (a) if such breach is discovered on or prior to the second anniversary of the Closing Date and if the aggregate Principal Balance of the Substitute Receivables substituted since the Closing Date is less than or equal to 10% of the Initial Aggregate Receivables Principal Balance, the Seller shall substitute a Substitute Receivable in exchange for such Warranty Receivable by delivering a First Step Receivables Assignment with respect to such Substitute Receivable on the related Substitution Date or (b) if such breach is discovered after the second anniversary of the Closing Date or if the Seller has previously sold Substitute Receivables to Ally Auto in an amount greater than 10% of the Initial Aggregate Receivables Principal Balance, the Seller 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 or Substitution Event with respect to a Warranty Receivable for which Ally Auto is the Owner, the Seller agrees to repurchase or substitute such Warranty Receivable from Ally Auto for an amount and upon the same terms as the Seller would be obligated to repurchase or substitute such Warranty Receivable from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of the Warranty Payment, the Seller shall have such rights with respect to such Warranty Receivable as if the Seller had purchased or substituted such Warranty Receivable from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of the Seller to repurchase or substitute 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 or Substitution 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 Sections 4.01 or Section 3.02 4.02 hereof with respect to any Warranty Receivable (a “Repurchase or Substitution Event”), the Seller shall (a) if such breach is discovered on or prior to the second anniversary of the Closing Date and if the aggregate Principal Balance of the Substitute Receivables substituted since the Closing Date is less than or equal to 10% of the Initial Aggregate Receivables Principal Balance, the Seller shall substitute a Substitute Receivable in exchange for such Warranty Receivable by delivering a First Step Receivables Assignment with respect to such Substitute Receivable on the related Substitution Date Date, or (b) if such breach is discovered after the second anniversary of the Closing Date or if the Seller has previously sold Substitute Receivables to Ally Auto XXXX in an amount greater than 10% of the Initial Aggregate Receivables Principal Balance, the Seller shall, if required by the Further Transfer Agreements, shall 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 and Servicing Agreements, in each case, without further notice from Ally Auto XXXX hereunder. Upon the occurrence of a Repurchase or Substitution Event with respect to a Warranty Receivable for which Ally Auto XXXX is the Owner, the Seller agrees to repurchase or substitute such Warranty Receivable from Ally Auto XXXX for an amount and upon the same terms as the Seller would be obligated to repurchase or substitute such Warranty Receivable from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of the Warranty Payment, the Seller shall have such rights with respect to such Warranty Receivable as if the Seller had purchased or substituted such Warranty Receivable from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of the Seller to repurchase or substitute 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 XXXX or any Interested Party.

Repurchase or Substitution 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 or Substitution Event”), the Seller shall (a) if such breach is discovered on or prior to the second anniversary of the Closing Date and if the aggregate Principal Balance of the Substitute Receivables substituted since the Closing Date is less than or equal to 10% of the Initial Aggregate Receivables Principal Balance, the Seller shall substitute a Substitute Receivable in exchange for such Warranty Receivable by delivering a First Step Receivables Assignment with respect to such Substitute Receivable on the related Substitution Date or (b) if such breach is discovered after the second anniversary of the Closing Date or if the Seller has previously sold Substitute Receivables to Ally Auto in an amount greater than 10% of the Initial Aggregate Receivables Principal Balance, the Seller shall, if required by the Further Transfer Agreements, either (A) 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 AgreementsAgreements or (B) substitute such Warranty Receivable with a Substitute Receivable by delivering a First Step Receivables Assignment with respect to such Substitute Receivable on the Substitution Date, in each case, case without further notice from Ally Auto hereunder. Upon If the occurrence of a Repurchase Seller elects to substitute or Substitution Event with respect to repurchase a Warranty Receivable for which Ally Auto is the Owner, the Seller agrees to substitute or repurchase or substitute such Warranty Receivable from Ally Auto for an amount and upon the same terms as the Seller would be obligated to repurchase or substitute such Warranty Receivable from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of the Warranty Payment, the Seller shall have such rights with respect to such Warranty Receivable as if the Seller had purchased or substituted such Warranty Receivable from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of the Seller to repurchase or substitute 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 or Substitution 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 or Section 3.02 4.02 hereof with respect to any Warranty Receivable (a “Repurchase or Substitution Event”), the Seller shall (a) if such breach is discovered on or prior to the second anniversary of the Closing Date and if the aggregate Principal Balance of the Substitute Receivables substituted since the Closing Date is less than or equal to 10% of the Initial Aggregate Receivables Principal Balance, the Seller shall substitute a Substitute Receivable in exchange for such Warranty Receivable by delivering a First Step Receivables Assignment with respect to such Substitute Receivable on the related Substitution Date Date, or (b) if such breach is discovered after the second anniversary of the Closing Date or if the Seller has previously sold Substitute Receivables to Ally Auto XXXX in an amount greater than 10% of the Initial Aggregate Receivables Principal Balance, the Seller shall, if required by the Further Transfer Agreements, shall 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 and Servicing Agreements, in each case, without further notice from Ally Auto XXXX hereunder. Upon the occurrence of a Repurchase or Substitution Event with respect to a Warranty Receivable for which Ally Auto XXXX is the Owner, the Seller agrees to repurchase or substitute such Warranty Receivable from Ally Auto XXXX for an amount and upon the same terms as the Seller would be obligated to repurchase or substitute such Warranty Receivable from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of the Warranty Payment, the Seller shall have such rights with respect to such Warranty Receivable as if the Seller had purchased or substituted such Warranty Receivable from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of the Seller to repurchase or substitute 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 XXXX or any Interested Party.

Repurchase or Substitution 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 or Substitution Event”), the Seller shall (a) if such breach is discovered on or prior to the second anniversary of the [Initial] Closing Date and if the aggregate Principal Balance of the Substitute Receivables substituted since the [Initial] Closing Date is less than or equal to 10% of the Initial Aggregate Receivables Principal Balance, the Seller shall substitute a Substitute Receivable in exchange for such Warranty Receivable by delivering a First Step Receivables Assignment with respect to such Substitute Receivable on the related Substitution Date or (b) if such breach is discovered after the second anniversary of the [Initial] Closing Date or if the Seller has previously sold Substitute Receivables to Ally Auto in an amount greater than 10% of the Initial Aggregate Receivables Principal Balance, the Seller 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 or Substitution Event with respect to a Warranty Receivable for which Ally Auto is the Owner, the Seller agrees to repurchase or substitute such Warranty Receivable from Ally Auto for an amount and upon the same terms as the Seller would be obligated to repurchase or substitute such Warranty Receivable from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of the Warranty Payment, the Seller shall have such rights with respect to such Warranty Receivable as if the Seller had purchased or substituted such Warranty Receivable from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of the Seller to repurchase or substitute 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.