Common use of Repurchase Events Clause in Contracts

Repurchase Events. By its execution of the Further Transfer and Administration Agreements to which it is a party, Ally Financial shall acknowledge the assignment by ▇▇▇▇ of such of its right, title and interest in, to and under this Agreement and the First Step Secured Notes Assignment to the Issuing Entity as shall be provided in the Further Transfer and Administration Agreements. Ally Financial hereby covenants and agrees with ▇▇▇▇ for the benefit of ▇▇▇▇ and the Interested Parties that in the event of a breach of any of Ally Financial’s representations and warranties contained in Section 4.01 hereof with respect to any COLT 20__-SN_ Secured Note or (ii) the representation and warranty in Section 4.01(g) hereof with respect to any COLT 20__-SN_ Secured Note (without giving effect to the words “[t]o the best of Ally Financial’s knowledge” therein in determining whether such a breach occurred) (a “Repurchase Event”), Ally Financial shall repurchase such COLT 20__-SN_ Secured Note from the Issuing Entity (if the Issuing Entity is then the Owner of such COLT 20__-SN_ Secured Note) on the date and for the amount specified in the Further Transfer and Administration Agreements, without further notice from ▇▇▇▇ hereunder. Upon the occurrence of a Repurchase Event with respect to a COLT 20__-SN_ Secured Note for which ▇▇▇▇ is the Owner, Ally Financial agrees to repurchase such COLT 20__-SN_ Secured Note from ▇▇▇▇ for an amount and upon the same terms as Ally Financial would be obligated to repurchase such COLT 20__-SN_ Secured Note from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of such amount, Ally Financial shall have such rights with respect to such COLT 20__-SN_ Secured Note as if Ally Financial had purchased such COLT 20__-SN_ Secured Note from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of Ally Financial to repurchase any COLT 20__-SN_ Secured Note as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Ally Financial for such breach available to ▇▇▇▇ or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Administration Agreements to which it is a party, Ally Financial shall acknowledge the assignment by ▇▇▇▇ of such of its right, title and interest in, to and under this Agreement and the First Step Secured Notes Assignment to the Issuing Entity as shall be provided in the Further Transfer and Administration Agreements. Ally Financial The Transferor hereby covenants and agrees with ▇▇▇▇ for to deliver to the benefit of ▇▇▇▇ Purchaser and the Interested Parties that in Note Insurer prompt written notice of the event occurrence of a breach of any of Ally Financial’s the representations and warranties of the Transferor contained in Section 4.01 3.02(b) hereof with respect to a Receivable absolutely assigned hereunder. (a) Upon discovery by any COLT 20__-SN_ Secured of the Transferor, the Purchaser, the Owner Trustee, the Issuer, the Indenture Trustee, the Note Insurer or the Servicer of (i) a Nonconforming Receivable or (ii) failure to deliver to the Custodian either (A) any document required to be included in the Custodian File or (B) failure to deliver to the Indenture Trustee the Perfection UCCs, pursuant to Section 7.18 of the Indenture the party discovering such breach or failure to deliver shall give prompt written notice to each of the other foregoing parties. Except as specifically provided in the Servicing Agreement or Indenture, the Indenture Trustee has no obligation to review or monitor the Trust Property for compliance with representations and warranties, delivery requirements or payments. If (i) the breach of representations or warranties causing such Receivable to be a Nonconforming Receivable shall not have been (A) cured within thirty (30) days following notice thereof or (B) waived by the Note Insurer following notice thereof or (ii) the representation failure to deliver to the Custodian the Custodian File documents or the Perfection UCCs shall not have been cured within seven (7) calendar days following notice thereof (the occurrence of any of the foregoing constitutes a "Repurchase Event"), the Owner Trustee shall assign to the Purchaser and warranty in Section 4.01(g) hereof the Purchaser shall assign to the Transferor the Receivable and the other related items of the Trust Property affected by such breach, failure to deliver or non-payment and the Transferor shall accept such assignment from the Purchaser and deposit the Repurchase Price with respect to any COLT 20__-SN_ Secured such Receivable into the Collection Account within five (5) Business Days following the applicable cure period or two (2) Business Days following receipt by the Transferor of notice from the Note Insurer that the Note Insurer will not waive the breach of representations or warranties causing such Receivable to be a Nonconforming Receivable; provided that such transfer and assignment shall only be made upon receipt by the Owner Trustee of notice from the Servicer (without giving effect pursuant to the words “[t]o terms of the best Servicing Agreement) that the Repurchase Price has been remitted to the Servicer and deposited into the Collection Account. In consideration of Ally Financial’s knowledge” therein in determining whether the removal of such a breach occurred) (a “Receivable and the other related items of the Trust Property, the Owner Trustee shall cause the Purchaser and the Purchaser shall cause the Transferor, no later than the fifth Business Day following such cure period, if any, to pay the Repurchase Event”)Price to the Servicer for deposit into the Collection Account. The Owner Trustee shall be entitled to enforce the obligations of the Purchaser, Ally Financial shall the Transferor and the applicable Dealer under the Contribution Agreement, this Transfer and Assignment Agreement and the Dealer's Agreements, respectively, to remit the Repurchase Price to the Servicer for deposit into the Collection Account no later than the last day of the Collection Period following such date. The Indenture Trustee and the Note Insurer are authorized to take action on behalf of the Owner Trustee to enforce the obligations of the Purchaser and the Transferor to repurchase such COLT 20__-SN_ Secured Note from Receivable under the Issuing Entity Contribution Agreement or this Transfer and Assignment Agreement, respectively, and to enforce the obligation of a Dealer to repurchase such Receivable under the applicable Dealer Agreement. (if b) The obligations of the Issuing Entity is then Transferor, the Purchaser and the Owner Trustee to remove any Receivable and the other related items of such COLT 20__-SN_ Secured Note) on the date Trust Property and for to remit the amount specified in the Further Transfer and Administration Agreements, without further notice from ▇▇▇▇ hereunder. Upon the occurrence of a Repurchase Event Price with respect to a COLT 20__-SN_ Secured Note for which ▇▇▇▇ is the Owner, Ally Financial agrees to repurchase such COLT 20__-SN_ Secured Note from ▇▇▇▇ for an amount and upon the same terms as Ally Financial would be obligated to repurchase such COLT 20__-SN_ Secured Note from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of such amount, Ally Financial shall have such rights with respect to such COLT 20__-SN_ Secured Note as if Ally Financial had purchased such COLT 20__-SN_ Secured Note from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of Ally Financial to repurchase any COLT 20__-SN_ Secured Note Nonconforming Receivable or as to which a breach failure to deliver has occurred and is continuing shall, if such obligation is fulfilled, shall constitute the sole remedy remedy, except for the indemnification provisions expressly set forth in the Indenture, the Servicing Agreement, the Contribution Agreement, this Transfer and Assignment Agreement and the Insurance Agreement, against Ally Financial the Transferor, the Purchaser and the Owner Trustee for such breach or failure to deliver available to ▇▇▇▇ the Indenture Trustee, the Swap Counterparty or any Interested Partythe Noteholders.

Repurchase Events. By its execution of the Further Transfer and Administration Servicing Agreements to which it is a party, Ally Financial NFC shall be deemed to acknowledge the assignment by ▇▇▇▇ NFRRC of such of its right, title and interest in, to and under this Agreement and the First Step Secured Notes Assignment to the Issuing Entity Subsequent Transferee as shall be provided in the Further Transfer and Administration Servicing Agreements. Ally Financial NFC hereby covenants and agrees with ▇▇▇▇ NFRRC for the benefit of ▇▇▇▇ NFRRC and the Interested Parties Parties, that (A) in the event of (i) a breach of any of Ally FinancialNFC’s representations and warranties contained in Section 4.01 3.01 hereof with respect to any COLT 20__-SN_ Secured Note Designated Receivable (and, with respect to Section 3.01(j) hereof, irrespective of any limitation regarding knowledge of NFC) or (ii) the representation and warranty in a breach by NFC of Section 4.01(g) 5.03 hereof with respect to any COLT 20__-SN_ Secured Note Designated Receivable, which breach materially and adversely affects the value, validity, enforceability or collectibility of any Designated Receivable or the rights, remedies or interests (without giving effect including security interests) of the Financial Parties in such Designated Receivable, or (B) if at any time NFRRC or the Subsequent Transferee is required to obtain a license pursuant to Article 11-B of the words “[t]o New York Banking Law and such entity has failed to obtain such license and such failure adversely affects the best interest of Ally Financial’s knowledge” therein in determining whether such a breach occurredNFRRC (or the interest of any Financial Party) (each breach or circumstance described in preceding clause (A) or (B), a “Repurchase Event”) unless, in any such case, such breach shall have been cured in all material respects or such license shall have been obtained, as applicable, as of the second Accounting Date following NFC’s discovery or its receipt of notice of breach or the existence of such circumstance (or, at NFC’s election, the first Accounting Date following such discovery), Ally Financial shall NFC will repurchase the Designated Receivable or, in the case of preceding clause (B), all Designated Receivables affected by the failure to obtain such COLT 20__-SN_ Secured Note license, from the Issuing Entity Subsequent Transferee (if the Issuing Entity Subsequent Transferee is then the Owner of such COLT 20__-SN_ Secured NoteDesignated Receivable) on the date and related Distribution Date for an amount equal to the Warranty Payment (which amount shall be deposited by NFC directly into the Collection Account on the Transfer Date for the amount specified in the Further Transfer and Administration Agreementsrelated Distribution Date), without further notice from ▇▇▇▇ NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a COLT 20__-SN_ Secured Note one or more Designated Receivables for which ▇▇▇▇ NFRRC is the Owner, Ally Financial NFC agrees to repurchase such COLT 20__-SN_ Secured Note Designated Receivable from ▇▇▇▇ NFRRC for an amount and upon the same terms as Ally Financial NFC would be obligated to repurchase such COLT 20__-SN_ Secured Note Designated Receivables from the Issuing Entity Subsequent Transferee if the Issuing Entity Subsequent Transferee was then the Owner thereof, and upon payment of such amount, Ally Financial NFC shall have such rights with respect to such COLT 20__-SN_ Secured Note Designated Receivables as if Ally Financial NFC had purchased such COLT 20__-SN_ Secured Note Designated Receivable from the Issuing Entity Subsequent Transferee as the Owner thereof. It is understood and agreed that the obligation of Ally Financial NFC to repurchase any COLT 20__-SN_ Secured Note as Designated Receivable pursuant to which a breach has occurred and is continuing this Section 5.04 shall, if such obligation is fulfilled, constitute the sole remedy against Ally Financial NFC for such breach available to ▇▇▇▇ NFRRC or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Administration Agreements to which it is a party, Ally Financial shall acknowledge the assignment by ▇▇▇▇ of such of its right, title and interest in, to and under this Agreement and the First Step Secured Notes Assignment to the Issuing Entity as shall be provided in the Further Transfer and Administration Agreements. Ally Financial (a) MFI hereby covenants and agrees with ▇▇▇▇ for the benefit of ▇▇▇▇ and the Interested Parties Purchaser that in the event of (i) a breach of any of Ally Financial’s MFI's representations and warranties contained in Section 4.01 hereof with respect to any COLT 20__-SN_ Secured Note or (ii) the representation and warranty in Section 4.01(g3.1(a) hereof with respect to any COLT 20__-SN_ Secured Note (without giving effect MFI Receivable, unless such breach shall have been cured in all material respects within a period acceptable to the words “[t]o the best of Ally Financial’s knowledge” therein in determining whether such Purchaser (but not more than 150 days), or (ii) a breach occurred) (a “Repurchase Event”), Ally Financial shall repurchase such COLT 20__-SN_ Secured Note from the Issuing Entity (if the Issuing Entity is then the Owner by MFI of such COLT 20__-SN_ Secured Note) on the date and for the amount specified in the Further Transfer and Administration Agreements, without further notice from ▇▇▇▇ hereunder. Upon the occurrence of a Repurchase Event Section 5.4 hereof with respect to any MFI Receivable, which breach has a COLT 20__-SN_ Secured Note for which ▇▇▇▇ is material adverse effect on the OwnerPurchaser's interest in such MFI Receivable or (iii) a breach of any of MFI's representations and warranties contained in Section 3.1(b) (such MFI Receivable, Ally Financial agrees to in either event, a "Warranty Receivable"), MFI will, upon request by the Purchaser, repurchase such COLT 20__-SN_ Secured Note Warranty Receivable from ▇▇▇▇ for the Purchaser by delivering to the Purchaser an amount and upon equal to the same terms as Ally Financial would be obligated to repurchase such COLT 20__-SN_ Secured Note from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment unpaid principal amount of such amount, Ally Financial shall have MFI Receivable as of the close of business on the second Business Day preceding such rights date of reassignment (the "Warranty Payment"). A breach by MFI of any of its representations contained in Section 3.1(b) hereof with respect to such COLT 20__-SN_ Secured Note as if Ally Financial had purchased such COLT 20__-SN_ Secured Note from the Issuing Entity as the Owner thereofany MFI Receivable shall constitute a breach with respect to all MFI Receivables. It is understood and agreed that the obligation of Ally Financial MFI to repurchase any COLT 20__-SN_ Secured Note Warranty Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Ally Financial MFI for such breach available to ▇▇▇▇ the Purchaser or the Purchaser. (b) Upon receipt by the Purchaser of the Warranty Payment, the Purchaser shall assign, without recourse, representation or warranty, to MFI all of the Purchaser's right, title and interest in, to and under (i) such Warranty Receivable and all monies due thereon, (ii) any Interested Partyproceeds from any Insurance Policies with respect to such Warranty Receivable, (iii) any proceeds from any guaranties of such Warranty Receivable, (iv) proceeds of the property described in clauses (i) through (iii) above and (v) this Agreement with respect to such Warranty Receivable, such assignment being an assignment outright and not for security. Upon the assignment of such Warranty Receivable and related rights, MFI shall own such Warranty Receivable and all such security and documents, free of any further obligations to the Purchaser with respect thereto. If in any proceeding it is held that MFI may not enforce a Warranty Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Warranty Receivable, the Purchaser shall, at MFI's expense, take such steps as MFI deems necessary to enforce the Warranty Receivable, including bringing suit in the name of such Person.

Repurchase Events. By its execution of the Further Transfer and Administration Agreements to which it is a party, Ally Financial shall acknowledge the assignment by ▇▇▇▇ of such of its right, title and interest in, to and under this Agreement and the First Step Secured Notes Assignment to the Issuing Entity as shall be provided in the Further Transfer and Administration Agreements. Ally Financial (a) DNB hereby covenants and agrees with ▇▇▇▇ for the benefit of ▇▇▇▇ and the Interested Parties Purchaser that in the event of (i) a breach of any of Ally Financial’s DNB's representations and warranties contained in Sections 3.1(a), (b) or (c) hereof with respect to any DNB Receivable, unless such breach shall have been cured in all material respects within a period acceptable to the Purchaser (but not more than 150 days), or (ii) a breach by DNB of Section 5.4 hereof with respect to any DNB Receivable, which breach has a material adverse effect on the Purchaser's interest in such DNB Receivable or (iii) a breach of any of DNB's representations and warranties contained in Section 4.01 hereof with respect 3.1(d) (such DNB Receivable, in either event, a "Warranty Receivable"), DNB will, upon request by the Purchaser, repurchase such Warranty Receivable from the Purchaser by delivering to the Purchaser an amount equal to the unpaid principal amount of such DNB Receivable as of the close of business on the second Business Day preceding such date of reassignment (the "Warranty Payment"). A breach by DNB of any COLT 20__-SN_ Secured Note or (ii) the representation and warranty of its representations contained in Section 4.01(g3.1(d) hereof with respect to any COLT 20__-SN_ Secured Note (without giving effect to the words “[t]o the best of Ally Financial’s knowledge” therein in determining whether such DNB Receivable shall constitute a breach occurred) (a “Repurchase Event”), Ally Financial shall repurchase such COLT 20__-SN_ Secured Note from the Issuing Entity (if the Issuing Entity is then the Owner of such COLT 20__-SN_ Secured Note) on the date and for the amount specified in the Further Transfer and Administration Agreements, without further notice from ▇▇▇▇ hereunder. Upon the occurrence of a Repurchase Event with respect to a COLT 20__-SN_ Secured Note for which ▇▇▇▇ is the Owner, Ally Financial agrees to repurchase such COLT 20__-SN_ Secured Note from ▇▇▇▇ for an amount and upon the same terms as Ally Financial would be obligated to repurchase such COLT 20__-SN_ Secured Note from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of such amount, Ally Financial shall have such rights with respect to such COLT 20__-SN_ Secured Note as if Ally Financial had purchased such COLT 20__-SN_ Secured Note from the Issuing Entity as the Owner thereofall DNB Receivables. It is understood and agreed that the obligation of Ally Financial DNB to repurchase any COLT 20__-SN_ Secured Note Warranty Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Ally Financial DNB for such breach available to ▇▇▇▇ the Purchaser or the Trustee. (b) Upon receipt by the Purchaser of the Warranty Payment, the Purchaser shall assign, without recourse, representation or warranty, to DNB all of the Purchaser's right, title and interest in, to and under (i) such Warranty Receivable and all monies due thereon, (ii) any Interested Partyproceeds from any Insurance Policies with respect to such Warranty Receivable, (iii) any proceeds from any guaranties of such Warranty Receivable, (iv) proceeds of the property described in clauses (i) through (iii) above and (v) this Agreement with respect to such Warranty Receivable, such assignment being an assignment outright and not for security. Upon the assignment of such Warranty Receivable and related rights, DNB shall own such Warranty Receivable and all such security and documents, free of any further obligations to the Purchaser with respect thereto. If in any proceeding it is held that DNB may not enforce a Warranty Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Warranty Receivable, the Purchaser shall, at DNB's expense, take such steps as DNB deems necessary to enforce the Warranty Receivable, including bringing suit in the name of such Person.

Repurchase Events. By its execution of the Further Transfer and Administration Servicing Agreements to which it is a party, Ally Financial NFC shall be deemed to acknowledge the assignment by ▇▇▇▇ NFRRC of such of its right, title and interest in, to and under this Agreement and the First Step Secured Notes Assignment to the Issuing Entity Subsequent Transferee as shall be provided in the Further Transfer and Administration Servicing Agreements. Ally Financial NFC hereby covenants and agrees with ▇▇▇▇ NFRRC for the benefit of ▇▇▇▇ NFRRC and the Interested Parties Parties, that in the event of a breach of any of Ally Financial’s NFC's representations and warranties contained in Section 4.01 3.01 hereof with respect to any COLT 20__-SN_ Secured Note or (ii) the representation and warranty in Section 4.01(g) hereof with respect to any COLT 20__-SN_ Secured Note (without giving effect to the words “[t]o the best of Ally Financial’s knowledge” therein in determining whether such a breach occurred) 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), Ally Financial unless such breach shall have been cured in all material respects, NFC will repurchase such COLT 20__-SN_ Secured Note Designated Receivable from the Issuing Entity Subsequent Transferee (if the Issuing Entity Subsequent Transferee is then the Owner of such COLT 20__-SN_ Secured NoteDesignated Receivable) on the date and related Distribution Date for an amount equal to the amount specified in the Further Transfer and Administration AgreementsWarranty Payment, without further notice from ▇▇▇▇ NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a COLT 20__-SN_ Secured Note Designated Receivable for which ▇▇▇▇ NFRRC is the Owner, Ally Financial NFC agrees to repurchase such COLT 20__-SN_ Secured Note Designated Receivable from ▇▇▇▇ NFRRC for an amount and upon the same terms as Ally Financial NFC would be obligated to repurchase such COLT 20__-SN_ Secured Note 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, Ally Financial NFC shall have such rights with respect to such COLT 20__-SN_ Secured Note Designated Receivable as if Ally Financial NFC had purchased such COLT 20__-SN_ Secured Note Designated Receivable from the Issuing Entity Subsequent Transferee as the Owner thereof. It is understood and agreed that the obligation of Ally Financial NFC to repurchase any COLT 20__-SN_ Secured Note Designated Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Ally Financial NFC for such breach available to ▇▇▇▇ NFRRC or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Administration Servicing Agreements to which it is a party, Ally Financial NFC shall be deemed to acknowledge the assignment by ▇▇▇▇ NFRRC of such of its right, title and interest in, to and under this Agreement and the First Step Secured Notes Assignment to the Issuing Entity Subsequent Transferee as shall be provided in the Further Transfer and Administration Servicing Agreements. Ally Financial NFC hereby covenants and agrees with ▇▇▇▇ NFRRC for the benefit of ▇▇▇▇ NFRRC and the Interested Parties Parties, that (A) in the event of (i) a breach of any of Ally FinancialNFC’s representations and warranties contained in Section 4.01 3.01 hereof with respect to any COLT 20__-SN_ Secured Note Designated Receivable or (ii) the representation and warranty in a breach by NFC of Section 4.01(g) 5.03 hereof with respect to any COLT 20__-SN_ Secured Note Designated Receivable, which breach materially and adversely affects NFRRC’s interest (without giving effect or the interest of any Financial Party) in such Designated Receivable, or (B) if at any time NFRRC or the Subsequent Transferee is required to obtain a license pursuant to Article 11-B of the words “[t]o New York Banking Law and such entity has failed to obtain such license and such failure adversely affects the best interest of Ally Financial’s knowledge” therein in determining whether such a breach occurredNFRRC (or the interest of any Financial Party) (each breach or circumstance described in preceding clause (A) or (B), a “Repurchase Event”) unless, in any such case, such breach shall have been cured in all material respects or such license shall have been obtained, as applicable, as of the second Accounting Date following NFC’s discovery or its receipt of notice of breach or the existence of such circumstance (or, at NFC’s election, the first Accounting Date following such discovery), Ally Financial shall NFC will repurchase the Designated Receivable or, in the case of preceding clause (B), all Designated Receivables affected by the failure to obtain such COLT 20__-SN_ Secured Note license, from the Issuing Entity Subsequent Transferee (if the Issuing Entity Subsequent Transferee is then the Owner of such COLT 20__-SN_ Secured NoteDesignated Receivable) on the date and related Distribution Date for an amount equal to the Warranty Payment (which amount shall be deposited by NFC directly into the Collection Account on the Transfer Date for the amount specified in the Further Transfer and Administration Agreementsrelated Distribution Date), without further notice from ▇▇▇▇ NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a COLT 20__-SN_ Secured Note one or more Designated Receivables for which ▇▇▇▇ NFRRC is the Table of Contents Owner, Ally Financial NFC agrees to repurchase such COLT 20__-SN_ Secured Note Designated Receivable from ▇▇▇▇ NFRRC for an amount and upon the same terms as Ally Financial NFC would be obligated to repurchase such COLT 20__-SN_ Secured Note Designated Receivables from the Issuing Entity Subsequent Transferee if the Issuing Entity Subsequent Transferee was then the Owner thereof, and upon payment of such amount, Ally Financial NFC shall have such rights with respect to such COLT 20__-SN_ Secured Note Designated Receivables as if Ally Financial NFC had purchased such COLT 20__-SN_ Secured Note Designated Receivable from the Issuing Entity Subsequent Transferee as the Owner thereof. It is understood and agreed that the obligation of Ally Financial NFC to repurchase any COLT 20__-SN_ Secured Note as Designated Receivable pursuant to which a breach has occurred and is continuing this Section 5.04 shall, if such obligation is fulfilled, constitute the sole remedy against Ally Financial NFC for such breach available to ▇▇▇▇ NFRRC or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Administration Servicing Agreements to which it is a party, Ally Financial GMAC shall acknowledge the assignment by ▇▇▇▇ of such of its right, title and interest in, to and under this Agreement and the First Step Secured Notes Assignment to the Issuing Entity Issuer as shall be provided in the Further Transfer and Administration Servicing Agreements. Ally Financial GMAC hereby covenants and agrees with ▇▇▇▇ for the benefit of ▇▇▇▇ and the Interested Parties that in the event of a breach of (i) any of Ally Financial’s GMAC's representations and warranties contained in Section 4.01 hereof with respect to any COLT 20__-SN_ Secured Note or (ii) the representation and warranty in Section 4.01(g) hereof with respect to any COLT 20__-SN200_-__ Secured Note (without giving effect to the words “[t]o the best of Ally Financial’s knowledge” therein in determining whether such a breach occurred) (a “"Repurchase Event”"), Ally Financial GMAC shall repurchase such COLT 20__-SN200_-__ Secured Note from the Issuing Entity Issuer (if the Issuing Entity Issuer is then the Owner of such COLT 20__-SN200_-__ Secured Note) on the date and for the amount specified in the Further Transfer and Administration Servicing Agreements, without further notice from ▇▇▇▇ hereunder. Upon the occurrence of a Repurchase Event with respect to a COLT 20__-SN_ 200 - Secured Note for which ▇▇▇▇ is the Owner, Ally Financial GMAC agrees to repurchase such COLT 20__-SN200_-__ Secured Note from ▇▇▇▇ for an amount and upon the same terms as Ally Financial GMAC would be obligated to repurchase such COLT 20__-SN200_-__ Secured Note from the Issuing Entity Issuer if the Issuing Entity Issuer was then the Owner thereof, and upon payment of such amount, Ally Financial GMAC shall have such rights with respect to such COLT 20__-SN200_-__ Secured Note as if Ally Financial GMAC had purchased such COLT 20__-SN_ 200 - Secured Note from the Issuing Entity Issuer as the Owner thereof. It is understood and agreed that the obligation of Ally Financial GMAC to repurchase any COLT 20__-SN200_-__ Secured Note as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Ally Financial GMAC for such breach available to ▇▇▇▇ or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Administration Servicing Agreements to which it is a party, Ally Financial NFC shall be deemed to acknowledge the assignment by ▇▇▇▇ NFRRC of such of its right, title and interest in, to and under this Agreement and the First Step Secured Notes Assignment to the Issuing Entity Subsequent Transferee as shall be provided in the Further Transfer and Administration Servicing Agreements. Ally Financial NFC hereby covenants and agrees with ▇▇▇▇ NFRRC for the benefit of ▇▇▇▇ NFRRC and the Interested Parties Parties, that (A) in the event of (i) a breach of any of Ally FinancialNFC’s representations and warranties contained in Section 4.01 3.01 hereof with respect to any COLT 20__-SN_ Secured Note Designated Receivable or (ii) the representation and warranty in a breach by NFC of Section 4.01(g) 5.03 hereof with respect to any COLT 20__-SN_ Secured Note Designated Receivable, which breach materially and adversely affects NFRRC’s interest (without giving effect or the interest of any Financial Party) in such Designated Receivable, or (B) if at any time NFRRC or the Subsequent Transferee is required to obtain a license pursuant to Article 11-B of the words “[t]o New York Banking Law and such entity has failed to obtain such license and such failure adversely affects the best interest of Ally Financial’s knowledge” therein in determining whether such a breach occurredNFRRC (or the interest of any Financial Party) (each breach or circumstance described in preceding clause (A) or (B), a “Repurchase Event”) unless, in any such case, such breach shall have been cured in all material respects or such license shall have been obtained, as applicable, as of the second Accounting Date following NFC’s discovery or its receipt of notice of breach or the existence of such circumstance (or, at NFC’s election, the first Accounting Date following such discovery), Ally Financial shall NFC will repurchase the Designated Receivable or, in the case of preceding clause (B), all Designated Receivables affected by the failure to obtain such COLT 20__-SN_ Secured Note license, from the Issuing Entity Subsequent Transferee (if the Issuing Entity Subsequent Transferee is then the Owner of such COLT 20__-SN_ Secured NoteDesignated Receivable) on the date and related Distribution Date for an amount equal to the Warranty Payment (which amount shall be deposited by NFC directly into the Collection Account on the Transfer Date for the amount specified in the Further Transfer and Administration Agreementsrelated Distribution Date), without further notice from ▇▇▇▇ NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a COLT 20__-SN_ Secured Note one or more Designated Receivables for which ▇▇▇▇ NFRRC is the Owner, Ally Financial NFC agrees to repurchase such COLT 20__-SN_ Secured Note Designated Receivable from ▇▇▇▇ NFRRC for an amount and upon the same terms as Ally Financial NFC would be obligated to repurchase such COLT 20__-SN_ Secured Note Designated Receivables from the Issuing Entity Subsequent Transferee if the Issuing Entity Subsequent Transferee was then the Owner thereof, and upon payment of such amount, Ally Financial NFC shall have such rights with respect to such COLT 20__-SN_ Secured Note Designated Receivables as if Ally Financial NFC had purchased such COLT 20__-SN_ Secured Note Designated Receivable from the Issuing Entity Subsequent Transferee as the Owner thereof. It is understood and agreed that the obligation of Ally Financial NFC to repurchase any COLT 20__-SN_ Secured Note as Designated Receivable pursuant to which a breach has occurred and is continuing this Section 5.04 shall, if such obligation is fulfilled, constitute the sole remedy against Ally Financial NFC for such breach available to ▇▇▇▇ NFRRC or any Interested Party.

Repurchase Events. By its execution If any of the Further Transfer following events (each, a "REPURCHASE EVENT") shall occur during the period in which any Buyer (or any permitted assignee of any such Buyer's rights hereunder) beneficially owns any Common Shares: (i) The Company (A) fails to issue Warrant Shares to the holders of Warrants upon exercise thereof in accordance with the terms of the Warrants (for a period of at least sixty (60) days if such failure is solely as a result of the circumstances governed by Section 3(b) of the Warrants and Administration Agreements the Company is using its best efforts to which it is authorize a partysufficient number of shares of Common Stock as soon as practicable), Ally Financial shall acknowledge (B) fails to transfer or to cause its transfer agent to transfer (electronically or in certificated form) any certificate for Warrant Shares issued to the assignment holders of Warrants upon exercise thereof as and when required by ▇▇▇▇ this Agreement, the Warrants and the Registration Rights Agreement, (C) fails to remove any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate or any Common Shares or Warrant Shares issued to the holders as and when required by this Agreement, the Warrants or the Registration Rights Agreement or (D) fails to fulfill its obligations pursuant to Sections 4(c), 4(e), 4(h), 4(i), 4(j) or 6 of such of its right, title and interest in, to and under this Agreement (or makes any announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for ten (10) days after the First Step Secured Notes Assignment Company shall have been notified thereof in writing by any holder of Securities; (ii) The Company fails to obtain effectiveness with the Issuing Entity as shall be provided SEC prior to June 30, 1999 (or, in the Further Transfer event (A) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 is reviewed by the SEC or (B) following the filing of the Form 10-K, the Company is informed by the SEC that the Registration Statement (as defined in the Registration Rights Agreement) will be reviewed by the SEC, August 31, 1999) of the Registration Statement (as defined in the Registration Rights Agreement) required to be filed pursuant to Section 2(a) of the Registration Rights Agreement, or fails to obtain the effectiveness of any additional Registration Statement required pursuant to Section 3(b) of the Registration Rights Agreement within one hundred twenty (120) days after the date the Company reasonably first determined (or reasonably should have determined) the need therefor, or any such Registration Statement, after its initial effectiveness, lapses in effect or sales of all of the Registrable Securities (as defined in the Registration Rights Agreement) otherwise cannot be made thereunder (whether by reason of the Company's failure to amend or supplement the prospectus included therein in accordance with the Registration Rights Agreement, the Company's failure to file and Administration Agreements. Ally Financial hereby covenants and agrees obtain effectiveness with ▇▇▇▇ the SEC of an additional Registration Statement required pursuant to Section 3(b) of the Registration Rights Agreement or otherwise) for more than thirty (30) consecutive days or more than sixty (60) days in any twelve (12) month period after such Registration Statement becomes effective; (iii) The Company or any Subsidiary shall make an assignment for the benefit of ▇▇▇▇ creditors, or apply for or consent to the appointment of a receiver or trustee for it or for all or substantially all of its property or business; or such a receiver or trustee shall otherwise be appointed; (iv) Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company or any Subsidiary; (v) The Company shall fail to maintain the listing of the Common Stock on Nasdaq, the Nasdaq SmallCap, the NYSE or the AMEX; or (vi) The Company shall consummate a sale, conveyance or disposition of all or substantially all of its assets, or a transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of, or the consolidation, merger or other business combination of the Company with or into any other person or persons when the Company is not the survivor; then, upon the occurrence and during the Interested Parties that continuation of any Repurchase Event specified in subparagraphs (i), (ii), (v) or (vi), at the option of the holders of at least 50% of the then outstanding Common Shares by written notice (the "REPURCHASE NOTICE") to the Company of such Repurchase Event (which Repurchase Notice must be delivered within ten (10) business days after the occurrence of the Repurchase Event in the event of a breach of any of Ally Financial’s representations and warranties contained in Section 4.01 hereof with respect to any COLT 20__-SN_ Secured Note or (ii) the representation and warranty in Section 4.01(g) hereof with respect to any COLT 20__-SN_ Secured Note (without giving effect to the words “[t]o the best of Ally Financial’s knowledge” therein in determining whether such a breach occurred) (a “Repurchase Event”), Ally Financial shall repurchase such COLT 20__-SN_ Secured Note from the Issuing Entity (if the Issuing Entity is then the Owner of such COLT 20__-SN_ Secured Note) on the date and for the amount specified in the Further Transfer and Administration Agreements, without further notice from ▇▇▇▇ hereunder. Upon the occurrence case of a Repurchase Event with respect to a COLT 20__-SN_ Secured Note for which ▇▇▇▇ is specified in subparagraph (vi)), or upon the Owneroccurrence of any Repurchase Event specified in subparagraphs (iii) or (iv), Ally Financial agrees to repurchase such COLT 20__-SN_ Secured Note from ▇▇▇▇ the Company shall purchase each holder's outstanding Common Shares for an amount equal to the greater of (1) 120% of the product of (x) the number of outstanding Common Shares then held by such holder, multiplied by (y) $16.40 (subject to adjustment for stock splits, stock dividends and upon similar transactions) and (2) the same terms "parity value" of the Common Shares to be repurchased, where parity value means the product of (a) the number of Common Shares to be repurchased multiplied by (b) the highest Closing Price (as Ally Financial would be obligated defined below) for the Common Stock during the period beginning on the date of first occurrence of the Repurchase Event and ending one day prior to repurchase such COLT 20__-SN_ Secured Note from date of payment (the Issuing Entity if "REPURCHASE DATE") of the Issuing Entity was then Repurchase Amount (the Owner thereof, and upon payment greater of such amount, Ally Financial shall have such rights with respect amounts being referred to such COLT 20__-SN_ Secured Note as if Ally Financial had purchased such COLT 20__-SN_ Secured Note from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of Ally Financial to repurchase any COLT 20__-SN_ Secured Note as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Ally Financial for such breach available to ▇▇▇▇ or any Interested Party."REPURCHASE AMOUNT"); provided,

Repurchase Events. By its execution of the Further Transfer and Administration Agreements to which it is a party, Ally Financial shall acknowledge the assignment by ▇▇▇▇ of such of its right, title and interest in, to and under this Agreement and the First Step Secured Notes Assignment to the Issuing Entity as shall be provided in the Further Transfer and Administration Agreements. Ally Financial (a) MSNB hereby covenants and agrees with ▇▇▇▇ for the benefit of ▇▇▇▇ and the Interested Parties Purchaser that in the event of (i) a breach of any of Ally Financial’s MSNB's representations and warranties contained in Sections 3.1(a), (b) or (c) hereof with respect to any MSNB Receivable, unless such breach shall have been cured in all material respects within a period acceptable to the Purchaser (but not more than 150 days), or (ii) a breach by MSNB of Section 5.4 hereof with respect to any MSNB Receivable, which breach has a material adverse effect on the Purchaser's interest in such MSNB Receivable or (iii) a breach of any of MSNB's representations and warranties contained in Section 4.01 hereof with respect 3.1(d) (such MSNB Receivable, in either event, a "Warranty Receivable"), MSNB will, upon request by the Purchaser, repurchase such Warranty Receivable from the Purchaser by delivering to the Purchaser an amount equal to the unpaid principal amount of such MSNB Receivable as of the close of business on the second Business Day preceding such date of reassignment (the "Warranty Payment"). A breach by MSNB of any COLT 20__-SN_ Secured Note or (ii) the representation and warranty of its representations contained in Section 4.01(g3.1(d) hereof with respect to any COLT 20__-SN_ Secured Note (without giving effect to the words “[t]o the best of Ally Financial’s knowledge” therein in determining whether such MSNB Receivable shall constitute a breach occurred) (a “Repurchase Event”), Ally Financial shall repurchase such COLT 20__-SN_ Secured Note from the Issuing Entity (if the Issuing Entity is then the Owner of such COLT 20__-SN_ Secured Note) on the date and for the amount specified in the Further Transfer and Administration Agreements, without further notice from ▇▇▇▇ hereunder. Upon the occurrence of a Repurchase Event with respect to a COLT 20__-SN_ Secured Note for which ▇▇▇▇ is the Owner, Ally Financial agrees to repurchase such COLT 20__-SN_ Secured Note from ▇▇▇▇ for an amount and upon the same terms as Ally Financial would be obligated to repurchase such COLT 20__-SN_ Secured Note from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of such amount, Ally Financial shall have such rights with respect to such COLT 20__-SN_ Secured Note as if Ally Financial had purchased such COLT 20__-SN_ Secured Note from the Issuing Entity as the Owner thereofall MSNB Receivables. It is understood and agreed that the obligation of Ally Financial MSNB to repurchase any COLT 20__-SN_ Secured Note Warranty Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Ally Financial MSNB for such breach available to ▇▇▇▇ the Purchaser or the Trustee. (b) Upon receipt by the Purchaser of the Warranty Payment, the Purchaser shall assign, without recourse, representation or warranty, to MSNB all of the Purchaser's right, title and interest in, to and under (i) such Warranty Receivable and all monies due thereon, (ii) any Interested Partyproceeds from any Insurance Policies with respect to such Warranty Receivable, (iii) any proceeds from any guaranties of such Warranty Receivable, (iv) proceeds of the property described in clauses (i) through (iii) above and (v) this Agreement with respect to such Warranty Receivable, such assignment being an assignment outright and not for security. Upon the assignment of such Warranty Receivable and related rights, MSNB shall own such Warranty Receivable and all such security and documents, free of any further obligations to the Purchaser with respect thereto. If in any proceeding it is held that MSNB may not enforce a Warranty Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Warranty Receivable, the Purchaser shall, at MSNB's expense, take such steps as MSNB deems necessary to enforce the Warranty Receivable, including bringing suit in the name of such Person.

Repurchase Events. By its execution If any of the Further Transfer following events (“Event of Repurchase”), which event has a material adverse effect on the ability to collect the Funded Amount, occurs with respect to the Purchased Receivable prior to the Termination Date: (i) any representation or warranty by Seller hereunder with respect to the Purchased Receivable is incorrect when made; or (ii) Seller or Servicer fails to perform or observe any term, covenant or provision with respect to the Purchased Receivable or under this Agreement and Administration Agreements such failure continues for thirty (30) days after written notice is given to which it Seller as provided below; or (iii) Account Debtor asserts a Dispute with respect to the Purchased Receivable that is not resolved within thirty (30) days; or (iv) a partyChange of Control occurs with respect to Seller or Indemnitor; or (v) Seller or Servicer instructs Account Debtor to pay amounts owing in respect of the Purchased Receivable to an account other than the Sweep Account or the Purchaser Account, Ally Financial except as otherwise agreed to; or (vi) Seller sells, assigns (by operation of law or otherwise) or otherwise disposes of, or creates or suffers to exist any Lien, encumbrance or security interest upon or with respect to, the Receivable Balance, other than to Purchaser in a Future Receivables Transaction; or (vii) Seller shall acknowledge the assignment by ▇▇▇▇ of such sell all or substantially all of its Medicare Part D insurance business or the monthly amount of Medicare Part D capitation receivables declines below $[*****]; then, Seller shall promptly notify Purchaser of the occurrence of any Event of Repurchase hereunder and Purchaser may, at its option, require Seller to repurchase the Purchased Receivable then outstanding within ten (10) Business Days of demand therefor from Purchaser (such date, the “Repurchase Date”). The repurchase price (the “Repurchase Price”) for the Purchased Receivable shall be the amount equal to (A) the sum of (1) the Funded Amount, (2) the Late Payment Discount (if any) and (3) the Commitment Fee minus (B) the Allocation Percentage of the Collections and amounts related to Dilution or Disputes, if any, with respect to the Purchased Receivable deposited into the Purchaser Account before the Repurchase Date and minus (C) the Shortfall Expenses, if any. The Repurchase Price for the Purchased Receivable, to the extent the preceding formula results in a positive number, shall be paid by Seller to the Purchaser Account in immediately available funds on the Repurchase Date. The Repurchase Price for the Purchased Receivable, to the extent the preceding formula results in a negative number, shall be paid by Purchaser to the Seller’s Account in immediately available funds on the Repurchase Date. Upon the payment in full of the Repurchase Price for the Purchased Receivable, the Purchased Receivable shall be considered repurchased by Seller from Purchaser without recourse to or warranty by Purchaser. Upon repurchase by Seller, Seller shall have all right, title and interest inin and to the repurchased Purchased Receivable, to and Purchaser shall have no further rights under this Agreement and the First Step Secured Notes Assignment to the Issuing Entity as repurchased Purchased Receivable shall be provided in the Further Transfer free and Administration Agreementsclear of any Liens or encumbrances of any kind or nature whatsoever. Ally Financial hereby covenants and agrees with ▇▇▇▇ for the benefit of ▇▇▇▇ and the Interested Parties that in In the event of a breach of any of Ally Financial’s representations and warranties contained in Section 4.01 hereof with respect to any COLT 20__-SN_ Secured Note or (ii) the representation and warranty in Section 4.01(g) hereof with respect to any COLT 20__-SN_ Secured Note (without giving effect to the words “[t]o the best of Ally Financial’s knowledge” therein in determining whether such a breach occurred) (a “Repurchase Event”)repurchase by Seller, Ally Financial shall repurchase such COLT 20__-SN_ Secured Note from the Issuing Entity (if the Issuing Entity is then the Owner of such COLT 20__-SN_ Secured Note) on the date and Seller may account for the amount specified repurchase of the Purchased Receivable in its sole discretion. To the Further Transfer and Administration Agreements, without further notice from ▇▇▇▇ hereunder. Upon the occurrence of a Repurchase Event with respect to a COLT 20__-SN_ Secured Note for which ▇▇▇▇ extent there is the Owner, Ally Financial agrees to repurchase such COLT 20__-SN_ Secured Note from ▇▇▇▇ for an amount and upon the same terms as Ally Financial would be obligated to repurchase such COLT 20__-SN_ Secured Note from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of such amount, Ally Financial shall have such rights with respect to such COLT 20__-SN_ Secured Note as if Ally Financial had purchased such COLT 20__-SN_ Secured Note from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of Ally Financial to repurchase any COLT 20__-SN_ Secured Note dispute as to which a breach whether an Event of Repurchase has occurred or the amount of the Repurchase Price, such dispute shall be administered pursuant to Section 17 hereof and the Repurchase Date shall be delayed until such dispute is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Ally Financial for such breach available to ▇▇▇▇ or any Interested Partyresolved.

Repurchase Events. By its execution of the Further Transfer and Administration Agreements to which it is a party, Ally Financial GMAC shall acknowledge the assignment by ▇▇▇▇ of such of its right, title and interest in, to and under this Agreement and the First Step Secured Notes Assignment to the Issuing Entity Issuer as shall be provided in the Further Transfer and Administration Agreements. Ally Financial GMAC hereby covenants and agrees with ▇▇▇▇ for the benefit of ▇▇▇▇ and the Interested Parties that in the event of a breach of (i) any of Ally Financial’s GMAC's representations and warranties contained in Section 4.01 hereof with respect to any COLT 20__-SN_ Secured Note or (ii) the representation and warranty in Section 4.01(g) hereof with respect to any COLT 20__-SN_ 2007-SN1 Secured Note (without giving effect to the words “[t]o the best of Ally Financial’s knowledge” therein in determining whether such a breach occurred) (a “"Repurchase Event”"), Ally Financial GMAC shall repurchase such COLT 20__-SN_ 2007-SN1 Secured Note from the Issuing Entity Issuer (if the Issuing Entity Issuer is then the Owner of such COLT 20__-SN_ 2007-SN1 Secured Note) on the date and for the amount specified in the Further Transfer and Administration Agreements, without further notice from ▇▇▇▇ hereunder. Upon the occurrence of a Repurchase Event with respect to a COLT 20__-SN_ 2007-SN1 Secured Note for which ▇▇▇▇ is the Owner, Ally Financial GMAC agrees to repurchase such COLT 20__-SN_ 2007-SN1 Secured Note from ▇▇▇▇ for an amount and upon the same terms as Ally Financial GMAC would be obligated to repurchase such COLT 20__-SN_ 2007-SN1 Secured Note from the Issuing Entity Issuer if the Issuing Entity Issuer was then the Owner thereof, and upon payment of such amount, Ally Financial GMAC shall have such rights with respect to such COLT 20__-SN_ 2007-SN1 Secured Note as if Ally Financial GMAC had purchased such COLT 20__-SN_ 2007-SN1 Secured Note from the Issuing Entity Issuer as the Owner thereof. It is understood and agreed that the obligation of Ally Financial GMAC to repurchase any COLT 20__-SN_ 2007-SN1 Secured Note as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Ally Financial GMAC for such breach available to ▇▇▇▇ or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Administration Agreements to which it is a party, Ally Financial shall acknowledge the assignment by ▇▇▇▇ of such of its right, title and interest in, to and under this Agreement and the First Step Secured Notes Assignment to the Issuing Entity as shall be provided in the Further Transfer and Administration Agreements. Ally Financial The Transferor hereby covenants and agrees with ▇▇▇▇ the Purchaser for the benefit of ▇▇▇▇ the Purchaser, the Depositor, the Indenture Trustee, the Issuer, the Owner Trustee, the Certificateholders and the Interested Parties Noteholders that in the event occurrence of a breach of any of Ally Financial’s the Transferor's representations and warranties contained in Section 4.01 hereof with respect 3.02(h) that materially and adversely affects the interest of the Purchaser, the Depositor, the Issuer, the Indenture Trustee or the Noteholders shall constitute an event obligating the Transferor to repurchase the Receivables to which such breach is applicable, from the Purchaser, the Depositor or the Issuer, as applicable, unless any such breach shall have been cured by the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier date) after the date that a Responsible Officer of the Transferor became aware or was notified of such breach. Any such breach will not be deemed to have a material and adverse effect if such breach does not affect the receipt of timely payment on such Receivable. Any such purchase by the Transferor shall be at a price equal to the Purchase Amount of such Receivable. The obligation of the Transferor to repurchase under this Section 6.02 shall not be dependent upon the actual knowledge of the Transferor of any breached representation or warranty and shall exist without regard to any COLT 20__-SN_ Secured Note limitation set forth in any representation or (ii) warranty concerning the representation and warranty knowledge of the Transferor as to the facts stated therein. Except as set forth in Section 4.01(g) hereof with respect to any COLT 20__-SN_ Secured Note (without giving effect to 5.04, the words “[t]o sole remedy against the best Transferor of Ally Financial’s knowledge” therein in determining whether such a breach occurred) (a “Repurchase Event”)the Purchaser, Ally Financial shall repurchase such COLT 20__-SN_ Secured Note from the Issuing Entity (if Depositor, the Issuing Entity is then Indenture Trustee, the Issuer, the Owner of such COLT 20__-SN_ Secured Note) on Trustee, the date and for Certificateholders or the amount specified in the Further Transfer and Administration Agreements, without further notice from ▇▇▇▇ hereunder. Upon the occurrence of a Repurchase Event Noteholders with respect to a COLT 20__-SN_ Secured Note for which ▇▇▇▇ is breach of the Owner, Ally Financial agrees Transferor's representations and warranties set forth in Section 3.02(h) of this Agreement shall be to repurchase such COLT 20__-SN_ Secured Note from ▇▇▇▇ for an amount and upon require repurchases by the same terms as Ally Financial would be obligated Transferor of Receivables pursuant to repurchase such COLT 20__-SN_ Secured Note from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of such amount, Ally Financial shall have such rights with respect to such COLT 20__-SN_ Secured Note as if Ally Financial had purchased such COLT 20__-SN_ Secured Note from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of Ally Financial to repurchase any COLT 20__-SN_ Secured Note as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Ally Financial for such breach available to ▇▇▇▇ or any Interested Partythis Section 6.02.

Repurchase Events. By its execution of the Further Transfer and Administration Agreements to which it is a party, Ally Financial shall acknowledge the assignment by ▇▇▇▇ of such of its right, title and interest in, to and under this Agreement and the First Step Secured Notes Assignment to the Issuing Entity as shall be provided in the Further Transfer and Administration Agreements. Ally Financial (a) DNB hereby covenants and agrees with ▇▇▇▇ for ----------------- the benefit of ▇▇▇▇ and the Interested Parties Purchaser that in the event of (i) a breach of any of Ally Financial’s DNB's representations and warranties contained in Sections 3.1(a), (b) or (c) hereof with respect to any DNB Receivable, unless such breach shall have been cured in all material respects within a period acceptable to the Purchaser (but not more than 150 days), or (ii) a breach by DNB of Section 5.4 hereof with respect to any DNB Receivable, which breach has a material adverse effect on the Purchaser's interest in such DNB Receivable or (iii) a breach of any of DNB's representations and warranties contained in Section 4.01 hereof with respect 3.1(d) (such DNB Receivable, in either event, a "Warranty Receivable"), DNB will, upon request by the Purchaser, repurchase such Warranty Receivable from the Purchaser by delivering to the Purchaser an amount equal to the unpaid principal amount of such DNB Receivable as of the close of business on the second Business Day preceding such date of reassignment (the "Warranty Payment"). A breach by DNB of any COLT 20__-SN_ Secured Note or (ii) the representation and warranty of its representations contained in Section 4.01(g3.1(d) hereof with respect to any COLT 20__-SN_ Secured Note (without giving effect to the words “[t]o the best of Ally Financial’s knowledge” therein in determining whether such DNB Receivable shall constitute a breach occurred) (a “Repurchase Event”), Ally Financial shall repurchase such COLT 20__-SN_ Secured Note from the Issuing Entity (if the Issuing Entity is then the Owner of such COLT 20__-SN_ Secured Note) on the date and for the amount specified in the Further Transfer and Administration Agreements, without further notice from ▇▇▇▇ hereunder. Upon the occurrence of a Repurchase Event with respect to a COLT 20__-SN_ Secured Note for which ▇▇▇▇ is the Owner, Ally Financial agrees to repurchase such COLT 20__-SN_ Secured Note from ▇▇▇▇ for an amount and upon the same terms as Ally Financial would be obligated to repurchase such COLT 20__-SN_ Secured Note from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of such amount, Ally Financial shall have such rights with respect to such COLT 20__-SN_ Secured Note as if Ally Financial had purchased such COLT 20__-SN_ Secured Note from the Issuing Entity as the Owner thereofall DNB Receivables. It is understood and agreed that the obligation of Ally Financial DNB to repurchase any COLT 20__-SN_ Secured Note Warranty Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Ally Financial DNB for such breach available to ▇▇▇▇ the Purchaser or the Trustee. (b) Upon receipt by the Purchaser of the Warranty Payment, the Purchaser shall assign, without recourse, representation or warranty, to DNB all of the Purchaser's right, title and interest in, to and under (i) such Warranty Receivable and all monies due thereon, (ii) any Interested Partyproceeds from any Insurance Policies with respect to such Warranty Receivable, (iii) any proceeds from any guaranties of such Warranty Receivable, (iv) proceeds of the property described in clauses (i) through (iii) above and (v) this Agreement with respect to such Warranty Receivable, such assignment being an assignment outright and not for security. Upon the assignment of such Warranty Receivable and related rights, DNB shall own such Warranty Receivable and all such security and documents, free of any further obligations to the Purchaser with respect thereto. If in any proceeding it is held that DNB may not enforce a Warranty Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Warranty Receivable, the Purchaser shall, at DNB's expense, take such steps as DNB deems necessary to enforce the Warranty Receivable, including bringing suit in the name of such Person.

Repurchase Events. By its execution The Seller hereby covenants and agrees with FIACC (for the benefit of the Further Transfer and Administration Agreements Collateral Agent, for the benefit of the Secured Party), that the Seller shall promptly repurchase from FIACC any Purchased Receivable, for the Purchase Amount in cash, with respect to which it is either of the following events ("REPURCHASE EVENTS") shall have occurred: (i) any representation and warranty of the Seller contained in Section 3.2(b) shall have been breached with respect to such Purchased Receivable as of the Effective Time, or (ii) FIACC, or any servicing agent who may at the time be servicing such Purchased Receivable for FIACC, shall have failed to receive, within sixty days following the applicable Effective Time, (A) a partyTax Collector's Receipt for Texas Title Application/Registration/Motor Vehicle Tax (commonly known as a "white slip") in proper form, Ally Financial (B) a Certificate of Title in proper form issued by the Texas Department of Transportation, or (C) the equivalent certificates or registrations in proper form issued by the appropriate authorities of other states if applicable, reflecting FIACC (or the Seller) as the lienholder thereon with respect to the Financed Vehicle covered by such Purchased Receivable. This repurchase obligation of the Seller shall acknowledge constitute the assignment sole remedy of FIACC and the Collateral Agent under the Security Agreement against the Seller with respect to any Repurchase Event. With respect to all Purchased Receivables repurchased by ▇▇▇▇ the Seller pursuant to this Agreement, FIACC shall assign, without recourse, representation or warranty, to the Seller all of such of its FIACC's right, title and interest in, in and to and under this Agreement and the First Step Secured Notes Assignment to the Issuing Entity as shall be provided in the Further Transfer and Administration Agreements. Ally Financial hereby covenants and agrees with ▇▇▇▇ for the benefit of ▇▇▇▇ and the Interested Parties that in the event of a breach of any of Ally Financial’s representations and warranties contained in Section 4.01 hereof with respect to any COLT 20__-SN_ Secured Note or (ii) the representation and warranty in Section 4.01(g) hereof with respect to any COLT 20__-SN_ Secured Note (without giving effect to the words “[t]o the best of Ally Financial’s knowledge” therein in determining whether such a breach occurred) (a “Repurchase Event”), Ally Financial shall repurchase such COLT 20__-SN_ Secured Note from the Issuing Entity (if the Issuing Entity is then the Owner of such COLT 20__-SN_ Secured Note) on the date and for the amount specified in the Further Transfer and Administration Agreements, without further notice from ▇▇▇▇ hereunder. Upon the occurrence of a Repurchase Event with respect to a COLT 20__-SN_ Secured Note for which ▇▇▇▇ is the Owner, Ally Financial agrees to repurchase such COLT 20__-SN_ Secured Note from ▇▇▇▇ for an amount and upon the same terms as Ally Financial would be obligated to repurchase such COLT 20__-SN_ Secured Note from the Issuing Entity if the Issuing Entity was then the Owner thereofPurchased Receivables, and upon payment of such amount, Ally Financial shall have such rights with respect to such COLT 20__-SN_ Secured Note as if Ally Financial had purchased such COLT 20__-SN_ Secured Note from the Issuing Entity as the Owner thereof. It is understood all security and agreed that the obligation of Ally Financial to repurchase any COLT 20__-SN_ Secured Note as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Ally Financial for such breach available to ▇▇▇▇ or any Interested Partydocuments relating thereto.

Repurchase Events. By its execution of the Further Transfer and Administration Servicing Agreements to which it is a party, Ally Financial NFC shall be deemed to acknowledge the assignment by ▇▇▇▇ NFRRC of such of its right, title and interest in, to and under this Agreement and the First Step Secured Notes Assignment to the Issuing Entity Subsequent Transferee as shall be provided in the Further Transfer and Administration Servicing Agreements. Ally Financial NFC hereby covenants and agrees with ▇▇▇▇ NFRRC for the benefit of ▇▇▇▇ NFRRC and the Interested Parties Parties, that in the event of (i) a breach of any of Ally FinancialNFC’s representations and warranties contained in Section 4.01 3.01 hereof with respect to any COLT 20__-SN_ Secured Note Designated Receivable or (ii) the representation and warranty in a breach by NFC of Section 4.01(g) 5.03 hereof with respect to any COLT 20__-SN_ Secured Note Designated Receivable, which breach has a Material Adverse Effect on NFRRC’s interest in such Designated Receivable (without giving effect to the words “[t]o the best of Ally Financial’s knowledge” therein in determining whether such a breach occurred) (each a “Repurchase Event”) unless, in either case, such breach shall have been cured in all material respects 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), Ally Financial shall NFC will repurchase such COLT 20__-SN_ Secured Note the Designated Receivable from the Issuing Entity Subsequent Transferee (if the Issuing Entity Subsequent Transferee is then the Owner of such COLT 20__-SN_ Secured NoteDesignated Receivable) on the date and related Distribution Date for an amount equal to the amount specified in the Further Transfer and Administration AgreementsWarranty Payment, without further notice from ▇▇▇▇ NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a COLT 20__-SN_ Secured Note Designated Receivable for which ▇▇▇▇ NFRRC is the Owner, Ally Financial NFC agrees to repurchase such COLT 20__-SN_ Secured Note Designated Receivable from ▇▇▇▇ NFRRC for an amount and upon the same terms as Ally Financial NFC would be obligated to repurchase such COLT 20__-SN_ Secured Note 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, Ally Financial NFC shall have such rights with respect to such COLT 20__-SN_ Secured Note Designated Receivable as if Ally Financial NFC had purchased such COLT 20__-SN_ Secured Note Designated Receivable from the Issuing Entity Subsequent Transferee as the Owner thereof. It is understood and agreed that the obligation of Ally Financial NFC to repurchase any COLT 20__-SN_ Secured Note Designated Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Ally Financial NFC for such breach available to ▇▇▇▇ NFRRC or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Administration Agreements to which it is a party, Ally Financial the Seller shall acknowledge the assignment by ▇▇▇▇ of such of its right, title and interest in, to and under this Agreement and the First Step Secured Notes Assignment to the Issuing Entity as shall be provided in the Further Transfer and Administration Agreements. Ally Financial The Seller hereby covenants and agrees (which covenant and agreement is conditioned upon the execution and delivery of the Further Transfer and Administration Agreements by the parties thereto) with ▇▇▇▇ for the benefit of ▇▇▇▇ and the Interested Parties that in the event of a breach of any of Ally Financialthe Seller’s representations and warranties contained in Section 4.01 hereof with respect to any COLT 20__-SN_ Secured Note or (ii) the representation and warranty in Section 4.01(g) hereof with respect to any COLT 20__-SN_ Secured Note (without giving effect to the words “[t]o the best of Ally Financial’s knowledge” therein in determining whether such a breach occurred) (a “Repurchase Event”), Ally Financial the Seller shall repurchase such COLT 20__-SN_ Secured Note from the Issuing Entity (if the Issuing Entity is then the Owner of such COLT 20__-SN_ Secured Note) on the date and for the amount specified in the Further Transfer and Administration Agreements, without further notice from ▇▇▇▇ hereunder. Upon the occurrence of a Repurchase Event with respect to a COLT 20__-SN_ Secured Note for which ▇▇▇▇ is the Owner, Ally Financial the Seller agrees to repurchase such COLT 20__-SN_ Secured Note from ▇▇▇▇ for an amount and upon the same terms as Ally Financial the Seller would be obligated to repurchase such COLT 20__-SN_ Secured Note from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of such amount, Ally Financial the Seller shall have such rights with respect to such COLT 20__-SN_ Secured Note as if Ally Financial the Seller had purchased such COLT 20__-SN_ Secured Note from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of Ally Financial the Seller to repurchase any COLT 20__-SN_ Secured Note as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Ally Financial the Seller for such breach available to ▇▇▇▇ or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Administration Agreements to which it is a party, Ally Financial shall acknowledge the assignment by ▇▇▇▇ of such of its right, title and interest in, to and under this Agreement and the First Step Secured Notes Assignment to the Issuing Entity as shall be provided in the Further Transfer and Administration Agreements. Ally Financial The Transferor hereby covenants and agrees with ▇▇▇▇ for to deliver to the benefit of ▇▇▇▇ Purchaser and the Interested Parties that in Note Insurer prompt written notice of the event occurrence of a breach of any of Ally Financial’s the representations and warranties of the Transferor contained in Section 4.01 3.02(b) hereof with respect to a Receivable absolutely assigned hereunder. (a) Upon discovery by any COLT 20__-SN_ Secured of the Transferor, the Purchaser, the Owner Trustee, the Issuer, the Indenture Trustee, the Note Insurer or the Servicer of (i) a Nonconforming Receivable or (ii) failure to deliver to the Custodian either (A) any document required to be included in the Custodian File or (B) failure to deliver to the Indenture Trustee the Perfection UCCs, pursuant to Section 7.18 of the Indenture the party discovering such breach or failure to deliver shall give prompt written notice to each of the other foregoing parties. Except as specifically provided in the Servicing Agreement or Indenture, the Indenture Trustee has no obligation to review or monitor the Trust Property for compliance with representations and warranties, delivery requirements or payments. If (i) the breach of representations or warranties causing such Receivable to be a Nonconforming Receivable shall not have been (A) cured within thirty (30) days following notice thereof or (B) waived by the Note Insurer following notice thereof or (ii) the representation failure to deliver to the Custodian the Custodian File documents or the Perfection UCCs shall not have been cured within seven (7) calendar days following notice thereof (the occurrence of any of the foregoing constitutes a "Repurchase Event"), the Owner Trustee shall assign to the Purchaser and warranty in Section 4.01(g) hereof the Purchaser shall assign to the Transferor the Receivable and the other related items of the Trust Property affected by such breach, failure to deliver or non-payment and the Transferor shall accept such assignment from the Purchaser and deposit the Repurchase Price with respect to any COLT 20__-SN_ Secured such Receivable into the Collection Account within five (5) Business Days following the applicable cure period or two (2) Business Days following receipt by the Transferor of notice from the Note Insurer that the Note Insurer will not waive the breach of representations or warranties causing such Receivable to be a Nonconforming Receivable; provided that such transfer and assignment shall only be made upon receipt by the Owner Trustee of notice from the Servicer (without giving effect pursuant to the words “[t]o terms of the best Servicing Agreement) that the Repurchase Price has been remitted to the Servicer and deposited into the Collection Account. In consideration of Ally Financial’s knowledge” therein in determining whether the removal of such a breach occurred) (a “Receivable and the other related items of the Trust Property, the Owner Trustee shall cause the Purchaser and the Purchaser shall cause the Transferor, no later than the fifth Business Day following such cure period, if any, to pay the Repurchase Event”)Price to the Servicer for deposit into the Collection Account. The Owner Trustee shall be entitled to enforce the obligations of the Purchaser, Ally Financial shall the Transferor and the applicable Dealer under the Contribution Agreement, this Transfer and Assignment Agreement and the Dealer's Agreements, respectively, to remit the Repurchase Price to the Servicer for deposit into the Collection Account no later than the last day of the Collection Period following such date. The Indenture Trustee and the Note Insurer are authorized to take action on behalf of the Owner Trustee to enforce the obligations of the Purchaser and the Transferor to repurchase such COLT 20__-SN_ Secured Note from Receivable under the Issuing Entity Contribution Agreement or this Transfer and Assignment Agreement, respectively, and to enforce the obligation of a Dealer to repurchase such Receivable under the applicable Dealer Agreement. (if b) The obligations of the Issuing Entity is then Transferor, the Purchaser and the Owner Trustee to remove any Receivable and the other related items of such COLT 20__-SN_ Secured Note) on the date Trust Property and for to remit the amount specified in the Further Transfer and Administration Agreements, without further notice from ▇▇▇▇ hereunder. Upon the occurrence of a Repurchase Event Price with respect to a COLT 20__-SN_ Secured Note for which ▇▇▇▇ is the Owner, Ally Financial agrees to repurchase such COLT 20__-SN_ Secured Note from ▇▇▇▇ for an amount and upon the same terms as Ally Financial would be obligated to repurchase such COLT 20__-SN_ Secured Note from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of such amount, Ally Financial shall have such rights with respect to such COLT 20__-SN_ Secured Note as if Ally Financial had purchased such COLT 20__-SN_ Secured Note from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of Ally Financial to repurchase any COLT 20__-SN_ Secured Note Nonconforming Receivable or as to which a breach failure to deliver has occurred and is continuing shall, if such obligation is fulfilled, shall constitute the sole remedy remedy, except for the indemnification provisions expressly set forth in the Indenture, the Servicing Agreement, the Contribution Agreement, this Transfer and Assignment Agreement and the Insurance Agreement, against Ally Financial the Transferor, the Purchaser and the Owner Trustee for such breach or failure to deliver available to ▇▇▇▇ the Indenture Trustee or any Interested Partythe Noteholders.

Repurchase Events. By its execution of the Further Transfer and Administration Agreements to which it is a party, Ally Financial GMAC shall acknowledge the assignment by ▇▇▇▇ of such of its right, title and interest in, to and under this Agreement and the First Step Secured Notes Assignment to the Issuing Entity Issuer as shall be provided in the Further Transfer and Administration Agreements. Ally Financial GMAC hereby covenants and agrees with ▇▇▇▇ for the benefit of ▇▇▇▇ and the Interested Parties that in the event of a breach of (i) any of Ally Financial’s GMAC's representations and warranties contained in Section 4.01 hereof with respect to any COLT 20__-SN_ Secured Note or (ii) the representation and warranty in Section 4.01(g) hereof with respect to any COLT 20__-SN_ 2005-SN1 Secured Note (without giving effect to the words “[t]o the best of Ally Financial’s knowledge” therein in determining whether such a breach occurred) (a “"Repurchase Event”"), Ally Financial GMAC shall repurchase such COLT 20__-SN_ 2005-SN1 Secured Note from the Issuing Entity Issuer (if the Issuing Entity Issuer is then the Owner of such COLT 20__-SN_ 2005-SN1 Secured Note) on the date and for the amount specified in the Further Transfer and Administration Agreements, without further notice from ▇▇▇▇ hereunder. Upon the occurrence of a Repurchase Event with respect to a COLT 20__-SN_ 2005-SN1 Secured Note for which ▇▇▇▇ is the Owner, Ally Financial GMAC agrees to repurchase such COLT 20__-SN_ 2005-SN1 Secured Note from ▇▇▇▇ for an amount and upon the same terms as Ally Financial GMAC would be obligated to repurchase such COLT 20__-SN_ 2005-SN1 Secured Note from the Issuing Entity Issuer if the Issuing Entity Issuer was then the Owner thereof, and upon payment of such amount, Ally Financial GMAC shall have such rights with respect to such COLT 20__-SN_ 2005-SN1 Secured Note as if Ally Financial GMAC had purchased such COLT 20__-SN_ 2005-SN1 Secured Note from the Issuing Entity Issuer as the Owner thereof. It is understood and agreed that the obligation of Ally Financial GMAC to repurchase any COLT 20__-SN_ 2005-SN1 Secured Note as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Ally Financial GMAC for such breach available to ▇▇▇▇ or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Administration Servicing Agreements to which it is a party, Ally Financial NFC shall be deemed to acknowledge the assignment by ▇▇▇▇ NFRRC of such of its right, title and interest in, to and under this Agreement and the First Step Secured Notes Assignment to the Issuing Entity Subsequent Transferee as shall be provided in the Further Transfer and Administration Servicing Agreements. Ally Financial NFC hereby covenants and agrees with ▇▇▇▇ NFRRC for the benefit of ▇▇▇▇ NFRRC and the Interested Parties Parties, that (a) in the event of (i) a breach of any of Ally FinancialNFC’s representations and warranties contained in Section 4.01 3.01 hereof with respect to any COLT 20__-SN_ Secured Note Designated Receivable or (ii) the representation and warranty in a breach by NFC of Section 4.01(g) 5.03 hereof with respect to any COLT 20__-SN_ Secured Note Designated Receivable, which breach materially and adversely affects NFRRC’s interest (without giving effect to or the words “[t]o the best interest of Ally Financial’s knowledge” therein any Financial Party) in determining whether such Designated Receivable (it being understood that a breach occurredof Section 3.01(v)(i) and Section 3.01(r)(i)(B) hereof shall be deemed to materially and adversely affect NFRRC’s interest, or the interest of any Financial Party, in such Designated Receivable), (b) if at any time NFRRC or the Subsequent Transferee is required to obtain a license pursuant to Article 11-B of the New York Banking Law and such entity has failed to obtain such license and such failure adversely affects the interest of NFRRC (or the interest of any Financial Party) or (c) if at any time any Rating Agency reduces, withdraws or negatively qualifies (or threatens to reduce, withdraw or negatively qualify) the existing rating on the Notes as a result of such Rating Agency’s failure to receive at any time after the Closing Date an opinion of counsel, in form and substance satisfactory to such Rating Agency, relating to security interest matters in connection with Receivables originated in the State of Texas (each breach or circumstance described in preceding clause (a), (b) or (c), a “Repurchase Event”); unless, Ally Financial in any such case, such breach shall have been cured in all material respects, such license shall have been obtained or opinion of counsel shall have been delivered, as applicable, as of the second Accounting Date following NFC’s discovery or its receipt of notice of breach or the existence of such circumstance (or, at NFC’s election, the first Accounting Date following such discovery), NFC will repurchase the Designated Receivable or, in the case of preceding clause (b), all Designated Receivables affected by the failure to obtain such COLT 20__-SN_ Secured Note license or, in the case of preceding clause (c), Designated Receivables originated in the State of Texas so that after giving effect to such repurchase, the Aggregate Receivables Balance of all Receivables originated in the State of Texas that are held by the Issuer do not equal or exceed 10% of the Aggregate Receivables Balance of all Receivables held by the Issuer, from the Issuing Entity Subsequent Transferee (if the Issuing Entity Subsequent Transferee is then the Owner of such COLT 20__-SN_ Secured NoteDesignated Receivable) on the date and related Distribution Date for an amount equal to the Warranty Payment (which amount shall be deposited by NFC directly into the Collection Account on the Transfer Date for the amount specified in the Further Transfer and Administration Agreementsrelated Distribution Date), without further notice from ▇▇▇▇ NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a COLT 20__-SN_ Secured Note one or more Designated Receivables for which ▇▇▇▇ NFRRC is the Owner, Ally Financial NFC agrees to repurchase such COLT 20__-SN_ Secured Note Designated Receivable from ▇▇▇▇ NFRRC for an amount and upon the same terms as Ally Financial NFC would be obligated to repurchase such COLT 20__-SN_ Secured Note Designated Receivables from the Issuing Entity Subsequent Transferee if the Issuing Entity Subsequent Transferee was then the Owner thereof, and upon payment of such amount, Ally Financial NFC shall have such rights with respect to such COLT 20__-SN_ Secured Note Designated Receivables as if Ally Financial NFC had purchased such COLT 20__-SN_ Secured Note Designated Receivable from the Issuing Entity Subsequent Transferee as the Owner thereof. It is understood and agreed that the obligation of Ally Financial NFC to repurchase any COLT 20__-SN_ Secured Note as Designated Receivable pursuant to which a breach has occurred and is continuing this Section 5.04 shall, if such obligation is fulfilled, constitute the sole remedy against Ally Financial NFC for such breach available to ▇▇▇▇ NFRRC or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Administration Servicing Agreements to which it is a party, Ally Financial NFC shall be deemed to acknowledge the assignment by ▇▇▇▇ NFRRC of such of its right, title and interest in, to and under this Agreement and the First Step Secured Notes Assignment to the Issuing Entity Subsequent Transferee as shall be provided in the Further Transfer and Administration Servicing Agreements. Ally Financial NFC hereby covenants and agrees with ▇▇▇▇ NFRRC for the benefit of ▇▇▇▇ NFRRC and the Interested Parties Parties, that (A) in the event of (i) a breach of any of Ally FinancialNFC’s representations and warranties contained in Section 4.01 3.01 hereof with respect to any COLT 20__-SN_ Secured Note Designated Receivable or (ii) the representation and warranty in a breach by NFC of Section 4.01(g) 5.03 hereof with respect to any COLT 20__-SN_ Secured Note Designated Receivable, which breach materially and adversely affects NFRRC’s interest (without giving effect to or the words “[t]o the best interest of Ally Financial’s knowledge” therein any Financial Party) in determining whether such Designated Receivable (it being understood that a breach occurredof Section 3.01(v)(i) hereof shall be deemed to materially and adversely affect NFRRC’s interest, or the interest of any Financial Party, in such Designated Receivable), or (B) if at any time NFRRC or the Subsequent Transferee is required to obtain a license pursuant to Article 11-B of the New York Banking Law and such entity has failed to obtain such license and such failure adversely affects the interest of NFRRC (or the interest of any Financial Party) (each breach or circumstance described in preceding clause (A) or (B), a “Repurchase Event”) unless, in any such case, such breach shall have been cured in all material respects or such license shall have been obtained, as applicable, as of the second Accounting Date following NFC’s discovery or its receipt of notice of breach or the existence of such circumstance (or, at NFC’s election, the first Accounting Date following such discovery), Ally Financial shall NFC will repurchase the Designated Receivable or, in the case of preceding clause (B), all Designated Receivables affected by the failure to obtain such COLT 20__-SN_ Secured Note license, from the Issuing Entity Subsequent Transferee (if the Issuing Entity Subsequent Transferee is then the Owner of such COLT 20__-SN_ Secured NoteDesignated Receivable) on the date and related Distribution Date for an amount equal to the Warranty Payment (which amount shall be deposited by NFC directly into the Collection Account on the Transfer Date for the amount specified in the Further Transfer and Administration Agreementsrelated Distribution Date), without further notice from ▇▇▇▇ NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a COLT 20__-SN_ Secured Note one or more Designated Receivables for which ▇▇▇▇ NFRRC is the Owner, Ally Financial NFC agrees to repurchase such COLT 20__-SN_ Secured Note Designated Receivable from ▇▇▇▇ NFRRC for an amount and upon the same terms as Ally Financial NFC would be obligated to repurchase such COLT 20__-SN_ Secured Note Designated Receivables from the Issuing Entity Subsequent Transferee if the Issuing Entity Subsequent Transferee was then the Owner thereof, and upon payment of such amount, Ally Financial NFC shall have such rights with respect to such COLT 20__-SN_ Secured Note Designated Receivables as if Ally Financial NFC had purchased such COLT 20__-SN_ Secured Note Designated Receivable from the Issuing Entity Subsequent Transferee as the Owner thereof. It is understood and agreed that the obligation of Ally Financial NFC to repurchase any COLT 20__-SN_ Secured Note as Designated Receivable pursuant to which a breach has occurred and is continuing this Section 5.04 shall, if such obligation is fulfilled, constitute the sole remedy against Ally Financial NFC for such breach available to ▇▇▇▇ NFRRC or any Interested Party.

Repurchase Events. By its execution of the Further Transfer and Administration Agreements to which it is a party, Ally Financial shall acknowledge the assignment by ▇▇▇▇ of such of its right, title and interest in, to and under this Agreement and the First Step Secured Notes Assignment to the Issuing Entity as shall be provided in the Further Transfer and Administration Agreements. Ally Financial (a) DIC hereby covenants and agrees with ▇▇▇▇ for the benefit of ▇▇▇▇ and the Interested Parties Purchaser that in the event of (i) a breach of any of Ally Financial’s DIC's representations and warranties contained in Section 4.01 hereof with respect to any COLT 20__-SN_ Secured Note or (ii) the representation and warranty in Section 4.01(g3.1(a) hereof with respect to any COLT 20__-SN_ Secured Note (without giving effect DIC Receivable, unless such breach shall have been cured in all material respects within a period acceptable to the words “[t]o the best of Ally Financial’s knowledge” therein in determining whether such Purchaser (but not more than 150 days), or (ii) a breach occurred) (a “Repurchase Event”), Ally Financial shall repurchase such COLT 20__-SN_ Secured Note from the Issuing Entity (if the Issuing Entity is then the Owner by DIC of such COLT 20__-SN_ Secured Note) on the date and for the amount specified in the Further Transfer and Administration Agreements, without further notice from ▇▇▇▇ hereunder. Upon the occurrence of a Repurchase Event Section 5.4 hereof with respect to any DIC Receivable, which breach has a COLT 20__-SN_ Secured Note for which ▇▇▇▇ is material adverse effect on the OwnerPurchaser's interest in such DIC Receivable or (iii) a breach of any of DIC's representations and warranties contained in Section 3.1(b) (such DIC Receivable, Ally Financial agrees to in either event, a "Warranty Receivable"), DIC will, upon request by the Purchaser, repurchase such COLT 20__-SN_ Secured Note Warranty Receivable from ▇▇▇▇ for the Purchaser by delivering to the Purchaser an amount and upon equal to the same terms as Ally Financial would be obligated to repurchase such COLT 20__-SN_ Secured Note from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment unpaid principal amount of such amount, Ally Financial shall have DIC Receivable as of the close of business on the second Business Day preceding such rights date of reassignment (the "Warranty Payment"). A breach by DIC of any of its representations contained in Section 3.1(b) hereof with respect to such COLT 20__-SN_ Secured Note as if Ally Financial had purchased such COLT 20__-SN_ Secured Note from the Issuing Entity as the Owner thereofany DIC Receivable shall constitute a breach with respect to all DIC Receivables. It is understood and agreed that the obligation of Ally Financial DIC to repurchase any COLT 20__-SN_ Secured Note Warranty Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Ally Financial DIC for such breach available to ▇▇▇▇ the Purchaser or the Purchaser. (b) Upon receipt by the Purchaser of the Warranty Payment, the Purchaser shall assign, without recourse, representation or warranty, to DIC all of the Purchaser's right, title and interest in, to and under (i) such Warranty Receivable and all monies due thereon, (ii) any Interested Partyproceeds from any Insurance Policies with respect to such Warranty Receivable, (iii) any proceeds from any guaranties of such Warranty Receivable, (iv) proceeds of the property described in clauses (i) through (iii) above and (v) this Agreement with respect to such Warranty Receivable, such assignment being an assignment outright and not for security. Upon the assignment of such Warranty Receivable and related rights, DIC shall own such Warranty Receivable and all such security and documents, free of any further obligations to the Purchaser with respect thereto. If in any proceeding it is held that DIC may not enforce a Warranty Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Warranty Receivable, the Purchaser shall, at DIC's expense, take such steps as DIC deems necessary to enforce the Warranty Receivable, including bringing suit in the name of such Person.

Repurchase Events. By its execution of 9.1 If: (a) any representations or warranty made or deemed made by the Further Transfer and Administration Agreements to which it is a party, Ally Financial shall acknowledge the assignment by ▇▇▇▇ of such of its right, title and interest in, to and under this Agreement and the First Step Secured Notes Assignment to the Issuing Entity as shall be provided in the Further Transfer and Administration Agreements. Ally Financial hereby covenants and agrees with ▇▇▇▇ for the benefit of ▇▇▇▇ and the Interested Parties that in the event of a breach of any of Ally Financial’s representations and warranties contained in Section 4.01 hereof Seller with respect to any COLT 20__-SN_ Secured Note Purchased Receivable is not true on any date as of which it is made or deemed made; (b) Seller shall fail to fully deliver all goods or shall fail to fully perform all services giving rise to any Purchased Receivable on or prior to the end of the calendar month in which the applicable Purchase Date for such Purchased Receivable occurs or the applicable Obligor shall fail to accept such goods or services (for any reason or no reason) by such date; (c) any Dispute or Adverse Claim shall occur or otherwise exist with respect to a Purchased Receivable; (d) any Seller does not provide the Purchaser with the documentation and information described in Section 8.1(f) when required to do so pursuant to this Agreement and such failure remains unremedied fifteen (15) Business Days after Seller’s knowledge thereof or the Seller receives notice thereof in writing from Purchaser; (e) any Purchased Receivable was not an Eligible Receivable on its Purchase Date, or (f) the related Obligor is a Specified Obligor and any of the following events occurs (excluding, however, any such event that occurs as a result of or in connection with an Insolvency Event or other Credit Risk Event with respect to the applicable guarantor or letter of credit issuer): (i) a Support Default Event with respect to the related Accepted Guaranty or Accepted Letter of Credit, as the case may be, as result of the failure by Seller to comply with Section 2.4(j), Section 2.4(k) or Section 8.1(e) with respect thereto, (ii) the representation and warranty in Section 4.01(g) hereof with respect to any COLT 20__-SN_ Secured Note (without giving effect Accepted Guaranty or Accepted Letter of Credit expired or terminated prior to the words “[t]o Payment Due Date of the best applicable Purchased Receivable and such Accepted Guaranty or Accepted Letter of Ally Financial’s knowledge” therein in determining whether such a breach occurredCredit was not renewed, or (iii) the Accepted Guaranty or Accepted Letter of Credit is not assigned or transferred to Purchaser as successor beneficiary thereunder pursuant to Section 2.4(k) upon request of Purchaser (as permitted thereunder) because the foregoing was not permitted under the terms of the applicable Accepted Guaranty or Accepted Letter of Credit, (each of clauses (a) through (f) above, a “Repurchase Event”); then, Ally Financial in each case, the Purchaser may, in its sole discretion, require the Seller to repurchase such Purchased Receivable by notice in writing to Seller; provided, without limiting the Seller’s rights under Section 12, if Purchaser does so exercise such right and Seller fully complies with its obligations in relation thereto, Purchaser shall have no other remedies under the Transaction Documents arising solely from, or relating solely to, such Repurchase Event other than with respect to Receivables that were not Confirmed Receivables. By the earlier of three (3) Business Days of its receipt of such notice or the first Payment Due Date after its receipt of such notice, the Seller shall repurchase such COLT 20__-SN_ Secured Note from Purchased Receivable(s) by paying to the Issuing Entity Purchaser in immediately available funds an amount equal to: (A) if and to the Issuing Entity is then extent Purchaser remitted the Owner Purchase Price of such COLT 20__-SN_ Secured NotePurchased Receivable(s) to, or as directed by, the relevant Seller, the face amount of such Purchased Receivable(s) described in the applicable Specification (net of any Dilution that was applied to any such Purchased Receivable on or prior to the date and for Purchase Date therefor), net of (B) all payments, receipts or recoveries actually received by Purchaser with respect to a reduction of the face amount of any such Purchased Receivable. In the event that any Purchased Receivable is the subject of any Dilution, the Seller shall pay to the Purchaser the amount specified by which the outstanding balance of such Purchased Receivable was reduced by such Dilution for such Purchased Receivable. Notwithstanding anything to the contrary in this Section 9.1, no amount shall be payable by the Further Transfer Seller to the Purchaser pursuant to this Section 9.1 with respect to any Purchased Receivable because it was not paid in full on its maturity or Payment Due Date to the extent such failure to pay results from (i) an Insolvency Event of the applicable Obligor or any related guarantor, letter of credit issuer or other support provider (whether under an Accepted Guaranty, Accepted Letter of Credit or other credit support) or (ii) the lack of creditworthiness or other financial default or inability of such Obligor or related guarantor, letter of credit issuer or other support provider (whether under an Accepted Guaranty, Accepted Letter of Credit or other credit support) to pay such Purchased Receivable (each of clauses (i) and Administration Agreements(ii), without further notice from ▇▇▇▇ hereunder. a “Credit Risk Event”). 9.2 Upon the occurrence of a Repurchase Event any repurchase as provided in this Section 9 (including the receipt of the applicable repurchase price by the Purchaser in accordance with respect Section 9.1), the Purchaser shall automatically and without any further action be deemed to a COLT 20__-SN_ Secured Note for which ▇▇▇▇ is transfer, assign, set over and otherwise release and convey to Seller, without recourse, representation or warranty (other than that the Ownerapplicable Purchased Receivables are free and clear of any Adverse Claim created by or through the Purchaser), Ally Financial agrees all the right, title and interest of Purchaser in and to the applicable Purchased Receivables. On receipt of the applicable repurchase price, the Purchaser shall upon request (at the cost and expense of the Seller) execute such COLT 20__-SN_ Secured Note from ▇▇▇▇ for an amount documents as may be necessary (and upon requested by the same terms Seller) to re-assign, without recourse, representation or warranty except as Ally Financial would be obligated to repurchase such COLT 20__-SN_ Secured Note from the Issuing Entity if the Issuing Entity was then the Owner thereofprovided above, and upon payment of such amountat no further cost to the Purchaser, Ally Financial shall have such rights with respect the applicable Purchased Receivable to such COLT 20__-SN_ Secured Note as if Ally Financial had purchased such COLT 20__-SN_ Secured Note from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of Ally Financial to repurchase any COLT 20__-SN_ Secured Note as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Ally Financial for such breach available to ▇▇▇▇ or any Interested PartySeller.