Representations and Warranties as to the COLT 20__-SN_ Secured Notes. Ally Financial makes the following representations and warranties as to the COLT 20__-SN_ Secured Notes on which XXXX relies in accepting the COLT 20__-SN_ Secured Notes. Such representations and warranties speak as of the Series 20__-SN_ Closing Date, and shall survive the sale, transfer and assignment of the COLT 20__-SN_ Secured Notes and the other First Step Purchased Property to XXXX and the subsequent assignment and transfer pursuant to the Further Transfer and Administration Agreements:
Representations and Warranties as to the COLT 20__-SN_ Secured Notes. Pursuant to Section 2.01(d), the Depositor assigns to the Issuing Entity all of its right, title and interest in, to and under the Pooling and Administration Agreement. Such assigned right, title and interest includes the benefit of representations and warranties of Ally Financial made to the Depositor pursuant to Section 4.01 of the Pooling and Administration Agreement. The Depositor hereby represents and warrants to the Issuing Entity that the Depositor has taken no action which would cause such representations and warranties of Ally Financial to be false in any material respect as of the Series 20__-SN_ Closing Date. The Depositor further acknowledges that the Issuing Entity and its permitted assigns rely on the representations and warranties of the Depositor under this Agreement and of Ally Financial under the Pooling and Administration Agreement in accepting the COLT 20__-SN_ Secured Notes and the other Second Step Purchased Property in trust and executing and delivering the CARAT 20__-SN_ Notes and the CARAT 20__-SN_ Certificates. The foregoing representation and warranty speaks as of the Series 20__-SN_ Closing Date, but shall survive the sale, transfer and assignment of the COLT 20__-SN_ Secured Notes and the other Second Step Purchased Property to the Issuing Entity and the pledge thereof to the CARAT Indenture Trustee pursuant to the CARAT Indenture.
