Common use of Deemed Representations Clause in Contracts

Deemed Representations. Each purchaser of Certificates (other than the Initial Purchaser or the Depositor) will be deemed by its acceptance of a Certificate to have represented, agreed or acknowledged, as applicable, for the benefit of the Initial Purchaser and its affiliates, as follows (terms used in this paragraph that are defined in Rule 144A are used herein as defined therein); (i) The purchaser (A) is a Qualified Institutional Buyer, (B) is aware that the sale of Certificates to it is being made in reliance on Section 4(2) of the Securities Act or Rule 144A promulgated thereunder and (C) is acquiring the Certificates for its own account or for the account of another Qualified Institutional Buyer. (ii) The Certificates are being offered, and may be transferred, only in a transaction not involving any public offering in the United States within the meaning of the Securities Act. The Certificates have not been and will not be registered under the Securities Act, and the purchaser agrees for the benefit of the Initial Purchaser and its affiliates that if in the future it decides to offer, resell, pledge or otherwise transfer the Certificates, the Certificates may be offered, sold, pledged or otherwise transferred (a) only to a person whom the seller reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements of Rule 144A, and (b) in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. (iii) If the purchaser is acquiring any Certificates for the account of one or more Qualified Institutional Buyers, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such party. (iv) No action has been or will be taken by the Initial Purchaser or the Trust which would permit a public offering of the Certificates or the possession or distribution of this document or any other offering material in any country or jurisdiction where, or in any circumstances in which, action for that purpose is required under applicable local laws and regulations. (v) The purchaser is an eligible swap participant under the regulations of the Commodity Futures Trading Commission set forth at 12 C.F.R. Part 35. (vi) The purchaser has sufficient knowledge, experience and professional advice to make its own legal, tax, accounting and financial evaluation of the merits and risks of purchasing the Certificates and in doing so is not relying upon the views or advice of, or any information with respect to the Issuer provided by, the Initial Purchaser or any affiliate. (vii) The purchaser has itself been, and will at all times continue to be, solely responsible for making its own independent appraisal of and investigation into the financial condition, prospects, creditworthiness, affairs, status and business of the Terms Assets Issuer. (viii) The Initial Purchaser and its affiliates are not making, and have not made, in connection with the sale of the Certificates any representation whatsoever as to the Term Assets Issuer or any information contained in any document filed by the Term Assets Issuer with any exchange or with any governmental entity regulating the purchase and sale of securities. (ix) The purchaser has been afforded an opportunity to request from the Initial Purchaser and to review, and it has received, all additional information considered by it to be necessary to verify the accuracy of the information contained in the Private Placement Memorandum for the Certificates or otherwise necessary to its making an informed investment decision, including without limitation information relating to the Term Assets; (x) The purchaser has not relied on the Initial Purchaser or any person affiliated with the Initial Purchaser in connection with its investigation of the accuracy of the information contained in the Private Placement Memorandum for the Certificates or its investment decision; and (xi) No person has been authorized to give any information or to make any representation concerning the Certificates other than information or representations contained in the Private Placement Memorandum for the Certificates or otherwise provided in writing by the Initial Purchaser, and, if given or made, such other information or representations should not be relied upon as having been authorized by the Initial Purchaser. (a) The Trust is intended to be a partnership, or in the case of one owner of Certificates, an entity disregarded as a separate entity, for federal tax purposes (b) the Trust is not intended to create a partnership for any other purposes, (c) the Trust will elect under Section 761(a) of the Code to be excluded from the operation of Subchapter K of the Code, (d) a Certificate Owner will not irrevocably authorize any person acting in a representative capacity to purchase, sell or exchange the Certificates, unless such delegation of authority is for a period of not more than one year, and (e) a Certificate Owner will not to take any action inconsistent with the foregoing.

Deemed Representations. (a) Each purchaser of Certificates (other than the Initial Purchaser or the Depositor) Series 2025-2 Notes will be deemed by its acceptance of a Certificate to have represented, represented and agreed or acknowledged, as applicable, for the benefit of the Initial Purchaser and its affiliates, as follows (terms used in this paragraph Section 2.05 that are defined in Rule 144A or Regulation S under the Securities Act are used herein as defined therein);): (a) it is (A) (i) The purchaser (A) is a Qualified Institutional Buyer, (Bii) is aware that the sale of Certificates the Series 2025-2 Notes to it is being made in reliance on Section 4(2) of the Securities Act or Rule 144A promulgated thereunder and (Ciii) is acquiring the Certificates such Series 2025-2 Notes for its own account or for the account of another Qualified Institutional Buyer. , as the case may be, (B) (i) an Institutional Accredited Investor, (ii) The Certificates are being offeredacquiring such Series 2025-2 Notes for its own account and (iii) does not intend to resell or distribute such Series 2025-2 Notes in any manner that would violate, and may be transferredor require registration under, only in a transaction not involving any public offering in the United States within the meaning Section 5 of the Securities Act. The Certificates , or (C) (i) not a “U.S. person”, (ii) not acquiring such Series 2025-2 Notes for the account or benefit of a “U.S. person” and (iii) located outside of the United States; (b) it understands that (A) the Series 2025-2 Notes have not been and will not be registered under the Securities ActAct or registered or qualified under any applicable state securities laws, and the purchaser agrees for the benefit (B) none of the Initial Purchaser Indenture Trustee or the Note Registrar is obligated to register or qualify the Series 2025-2 Notes and its affiliates that if (C) no interest in the future it decides to offerSeries 2025-2 Notes may be reoffered, resellresold, pledge pledged or otherwise transfer transferred unless (i) such Series 2025-2 Notes are registered pursuant to the CertificatesSecurities Act and registered or qualified pursuant to any applicable state securities laws, the Certificates may be offered(ii) (a) such interest is reoffered, soldresold, pledged or otherwise transferred (a1) only to a person whom the seller Noteholder desiring to effect such transfer reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements of Rule 144A, (2) to an Institutional Accredited Investor in a transaction exempt from the registration requirements of the Securities Act and the Noteholder desiring to effect such transfer has received a certificate from such Noteholder’s prospective transferee substantially in the form attached as the applicable exhibit to the Base Indenture, or (3) in an “offshore transaction” satisfying the conditions of Rule 903 or Rule 904 of Regulation S, and (b) such interest is reoffered, resold, pledged or otherwise transferred in accordance with any all applicable securities laws of any state the United States, or (iii) the Note Registrar has received an opinion of counsel to the effect that such transfer may be made without registration under the Securities Act; (c) if it is acquiring Series 2025-2 Class A-2 Notes or Series 2025-2 Class B Notes, then either (A) it is not (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (ii) a plan, individual retirement account or other arrangement that is described in Section 4975 of the United States Code, to which Section 4975 of the Code or any Similar Laws apply, (iii) an entity deemed to hold the assets of any of the foregoing described in clauses (i) and (ii) pursuant to the Plan Asset Regulation or otherwise, or (iv) a person who is purchasing or holding such Series 2025-2 Notes or any interest therein on behalf of, as fiduciary of, as trustee of, or with assets of, any Plan, or (B) its purchase and holding of such Series 2025-2 Notes or any interest therein will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation of any applicable Similar Laws. If it is acquiring Series 2025-2 Class C Notes, then either (A) it is neither a Plan nor a person who is purchasing such Series 2025-2 Class C Notes or any interest therein on behalf of, as fiduciary of, as trustee of, or with assets of, any Plan, or (B) it is a Plan not subject to Title I of ERISA or Section 4975 of the Code and its purchase and holding of such Series 2025-2 Class C Notes or any interest therein will not result in a violation of any applicable Similar Laws and will not cause the assets of the Issuer to be subject to Similar Laws; (d) it has, independently and without reliance upon the Indenture Trustee or any other jurisdiction. (iii) If the purchaser is acquiring any Certificates for the account of one or more Qualified Institutional Buyersperson, it represents that and based on such documents and information as it has sole deemed appropriate, made its own investment discretion with decision in respect to each such account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such party. (iv) No action has been or will be taken by the Initial Purchaser or the Trust which would permit a public offering of the Certificates or Series 2025-2 Notes and it will, independently and without reliance upon the possession or distribution of this document Indenture Trustee or any other offering material in any country or jurisdiction whereperson, or in any circumstances in whichand based on such documents and information as it shall deem appropriate at the time, action for that purpose is required under applicable local laws and regulations. (v) The purchaser is an eligible swap participant under the regulations of the Commodity Futures Trading Commission set forth at 12 C.F.R. Part 35. (vi) The purchaser has sufficient knowledge, experience and professional advice continue to make its own legal, tax, accounting decisions in taking or not taking action under the Base Indenture and financial evaluation of the merits and risks of purchasing the Certificates and in doing so is not relying upon the views or advice of, or any information with respect to the Issuer provided by, the Initial Purchaser or any affiliate. (vii) The purchaser has itself been, and will at all times continue to be, solely responsible for making its own independent appraisal of and investigation into the financial condition, prospects, creditworthiness, affairs, status and business of the Terms Assets Issuer. (viii) The Initial Purchaser and its affiliates are not making, and have not made, in connection with the sale of the Certificates any representation whatsoever as to the Term Assets Issuer or any information contained in any document filed by the Term Assets Issuer with any exchange or with any governmental entity regulating the purchase and sale of securities. (ix) The purchaser has been afforded an opportunity to request from the Initial Purchaser and to review, and it has received, all additional information considered by it to be necessary to verify the accuracy of the information contained in the Private Placement Memorandum for the Certificates or otherwise necessary to its making an informed investment decision, including without limitation information relating to the Term Assets; (x) The purchaser has not relied on the Initial Purchaser or any person affiliated with the Initial Purchaser in connection with its investigation of the accuracy of the information contained in the Private Placement Memorandum for the Certificates or its investment decisionSeries 2025-2 Notes; and (xie) No person it has been authorized to give any furnished with all information or to make any representation concerning the Certificates other than information or representations contained in the Private Placement Memorandum for the Certificates or otherwise provided in writing by the Initial Purchaser, and, if given or made, such other information or representations should not be relied upon as having been authorized by the Initial Purchaser. regarding (a) The Trust is intended to be a partnershipthe Series 2025-2 Notes and distributions thereon, or in the case of one owner of Certificates, an entity disregarded as a separate entity, for federal tax purposes (b) the Trust is not intended to create a partnership for any other purposes, Indenture and (c) the Trust will elect under Section 761(a) of the Code to be excluded from the operation of Subchapter K of the Codeall related matters, (d) a Certificate Owner will not irrevocably authorize any person acting in a representative capacity to purchase, sell or exchange the Certificates, unless such delegation of authority is for a period of not more than one year, and (e) a Certificate Owner will not to take any action inconsistent with the foregoingeach case that it has requested.

Deemed Representations. Each purchaser of Certificates (other than the Initial Purchaser or the Depositor) Series 2024-1 Notes will be deemed by its acceptance of a Certificate to have represented, represented and agreed or acknowledged, as applicable, for the benefit of the Initial Purchaser and its affiliates, as follows (terms used in this paragraph Section 2.05 that are defined in Rule 144A or Regulation S under the Securities Act are used herein as defined therein);): (a) it is (A) (i) The purchaser (A) is a Qualified Institutional Buyer, (Bii) is aware that the sale of Certificates the Series 2024-1 Notes to it is being made in reliance on Section 4(2) of the Securities Act or Rule 144A promulgated thereunder and (Ciii) is acquiring the Certificates such Series 2024-1 Notes for its own account or for the account of another Qualified Institutional Buyer. , as the case may be, (B) (i) an Institutional Accredited Investor, (ii) The Certificates are being offeredacquiring such Series 2024-1 Notes for its own account and (iii) does not intend to resell or distribute such Series 2024-1 Notes in any manner that would violate, and may be transferredor require registration under, only in a transaction not involving any public offering in the United States within the meaning Section 5 of the Securities Act. The Certificates , or (C) (i) not a “U.S. person”, (ii) not acquiring such Series 2024-1 Notes for the account or benefit of a “U.S. person” and (iii) located outside of the United States; (b) it understands that (A) the Series 2024-1 Notes have not been and will not be registered under the Securities ActAct or registered or qualified under any applicable state securities laws, and the purchaser agrees for the benefit (B) none of the Initial Purchaser Indenture Trustee or the Note Registrar is obligated to register or qualify the Series 2024-1 Notes and its affiliates that if (C) no interest in the future it decides to offerSeries 2024-1 Notes may be reoffered, resellresold, pledge pledged or otherwise transfer transferred unless (i) such Series 2024-1 Notes are registered pursuant to the CertificatesSecurities Act and registered or qualified pursuant to any applicable state securities laws, the Certificates may be offered(ii) (a) such interest is reoffered, soldresold, pledged or otherwise transferred (a1) only to a person whom the seller Noteholder desiring to effect such transfer reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements of Rule 144A, (2) to an Institutional Accredited Investor in a transaction exempt from the registration requirements of the Securities Act and the Noteholder desiring to effect such transfer has received a certificate from such Noteholder’s prospective transferee substantially in the form attached as the applicable exhibit to the Indenture, or (3) in an “offshore transaction” satisfying the conditions of Rule 903 or Rule 904 of Regulation S, and (b) such interest is reoffered, resold, pledged or otherwise transferred in accordance with any all applicable securities laws of any state the States of the United States States, or (iii) the Note Registrar has received an opinion of counsel to the effect that such transfer may be made without registration under the Securities Act; (c) if it is acquiring Series 2024-1 Class A-2 Notes or Series 2024-1 Class B Notes, then either (A) it is not (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (ii) a plan, individual retirement account or other arrangement that is described in Section 4975 of the Code, to which Section 4975 of the Code or any Similar Laws apply, (iii) an entity deemed to hold the assets of any of the foregoing described in clauses (i) and (ii) (pursuant to the Plan Asset Regulation or otherwise), or (iv) a person who is purchasing or holding such Series 2024-1 Notes or any interest therein on behalf of, as fiduciary of, as trustee of, or with assets of, any Plan, or (B) its purchase and holding of such Series 2024-1 Notes or any interest therein will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation of any applicable Similar Laws. If it is acquiring Series 2024-1 Class C Notes, then either (A) it is neither a Plan nor a person who is purchasing such Series 2024-1 Class C Notes or any interest therein on behalf of, as fiduciary of, as trustee of, or with assets of, any Plan, or (B) it is a Plan not subject to Title I of ERISA or Section 4975 of the Code and its purchase and holding of such Series 2024-1 Class C Notes or any interest therein will not result in a violation of any applicable Similar Laws and will not cause the assets of the Issuer to be subject to Similar Laws; (d) it has, independently and without reliance upon the Indenture Trustee or any other jurisdiction. (iii) If the purchaser is acquiring any Certificates for the account of one or more Qualified Institutional Buyersperson, it represents that and based on such documents and information as it has sole deemed appropriate, made its own investment discretion with decision in respect to each such account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such party. (iv) No action has been or will be taken by the Initial Purchaser or the Trust which would permit a public offering of the Certificates or Series 2024-1 Notes and it will, independently and without reliance upon the possession or distribution of this document Indenture Trustee or any other offering material in any country or jurisdiction whereperson, or in any circumstances in whichand based on such documents and information as it shall deem appropriate at the time, action for that purpose is required under applicable local laws and regulations. (v) The purchaser is an eligible swap participant under the regulations of the Commodity Futures Trading Commission set forth at 12 C.F.R. Part 35. (vi) The purchaser has sufficient knowledge, experience and professional advice continue to make its own legal, tax, accounting decisions in taking or not taking action under the Indenture and financial evaluation of the merits and risks of purchasing the Certificates and in doing so is not relying upon the views or advice of, or any information with respect to the Issuer provided by, the Initial Purchaser or any affiliate. (vii) The purchaser has itself been, and will at all times continue to be, solely responsible for making its own independent appraisal of and investigation into the financial condition, prospects, creditworthiness, affairs, status and business of the Terms Assets Issuer. (viii) The Initial Purchaser and its affiliates are not making, and have not made, in connection with the sale of the Certificates any representation whatsoever as to the Term Assets Issuer or any information contained in any document filed by the Term Assets Issuer with any exchange or with any governmental entity regulating the purchase and sale of securities. (ix) The purchaser has been afforded an opportunity to request from the Initial Purchaser and to review, and it has received, all additional information considered by it to be necessary to verify the accuracy of the information contained in the Private Placement Memorandum for the Certificates or otherwise necessary to its making an informed investment decision, including without limitation information relating to the Term Assets; (x) The purchaser has not relied on the Initial Purchaser or any person affiliated with the Initial Purchaser in connection with its investigation of the accuracy of the information contained in the Private Placement Memorandum for the Certificates or its investment decisionSeries 2024-1 Notes; and (xie) No person it has been authorized to give any furnished with all information or to make any representation concerning the Certificates other than information or representations contained in the Private Placement Memorandum for the Certificates or otherwise provided in writing by the Initial Purchaser, and, if given or made, such other information or representations should not be relied upon as having been authorized by the Initial Purchaser. regarding (a) The Trust is intended to be a partnershipthe Series 2024-1 Notes and distributions thereon, or in the case of one owner of Certificates, an entity disregarded as a separate entity, for federal tax purposes (b) the Trust is not intended to create a partnership for any other purposes, Indenture and (c) the Trust will elect under Section 761(a) of the Code to be excluded from the operation of Subchapter K of the Codeall related matters, (d) a Certificate Owner will not irrevocably authorize any person acting in a representative capacity to purchase, sell or exchange the Certificates, unless such delegation of authority is for a period of not more than one year, and (e) a Certificate Owner will not to take any action inconsistent with the foregoingeach case that it has requested.

Deemed Representations. Each purchaser of Certificates (other than the Initial Purchaser or the Depositor) Series 2023-1 Notes will be deemed by its acceptance of a Certificate to have represented, represented and agreed or acknowledged, as applicable, for the benefit of the Initial Purchaser and its affiliates, as follows (terms used in this paragraph Section 2.05 that are defined in Rule 144A or Regulation S under the Securities Act are used herein as defined therein);): (a) it is (A) (i) The purchaser (A) is a Qualified Institutional Buyer, (Bii) is aware that the sale of Certificates the Series 2023-1 Notes to it is being made in reliance on Section 4(2) of the Securities Act or Rule 144A promulgated thereunder and (Ciii) is acquiring the Certificates such Series 2023-1 Notes for its own account or for the account of another Qualified Institutional Buyer. , as the case may be, (B) (i) an Institutional Accredited Investor, (ii) The Certificates are being offeredacquiring such Series 2023-1 Notes for its own account and (iii) does not intend to resell or distribute such Series 2023-1 Notes in any manner that would violate, and may be transferredor require registration under, only in a transaction not involving any public offering in the United States within the meaning Section 5 of the Securities Act. The Certificates , or (C) (i) not a “U.S. person”, (ii) not acquiring such Series 2023-1 Notes for the account or benefit of a “U.S. person” and (iii) located outside of the United States; (b) it understands that (A) the Series 2023-1 Notes have not been and will not be registered under the Securities ActAct or registered or qualified under any applicable state securities laws, and the purchaser agrees for the benefit (B) none of the Initial Purchaser Indenture Trustee or the Note Registrar is obligated to register or qualify the Series 2023-1 Notes and its affiliates that if (C) no interest in the future it decides to offerSeries 2023-1 Notes may be reoffered, resellresold, pledge pledged or otherwise transfer transferred unless (i) such Series 2023-1 Notes are registered pursuant to the CertificatesSecurities Act and registered or qualified pursuant to any applicable state securities laws, the Certificates may be offered(ii) (a) such interest is reoffered, soldresold, pledged or otherwise transferred (a1) only to a person whom the seller Noteholder desiring to effect such transfer reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements of Rule 144A, (2) to an Institutional Accredited Investor in a transaction exempt from the registration requirements of the Securities Act and the Noteholder desiring to effect such transfer has received a certificate from such Noteholder’s prospective transferee substantially in the form attached as the applicable exhibit to the Indenture, or (3) in an “offshore transaction” satisfying the conditions of Rule 903 or Rule 904 of Regulation S, and (b) such interest is reoffered, resold, pledged or otherwise transferred in accordance with any all applicable securities laws of any state the States of the United States States, or (iii) the Note Registrar has received an opinion of counsel to the effect that such transfer may be made without registration under the Securities Act; (c) if it is acquiring Series 2023-1 Class A-2 Notes or Series 2023-1 Class B Notes, then either (A) it is not (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (ii) a plan, individual retirement account or other arrangement that is described in Section 4975 of the Code, to which Section 4975 of the Code or any Similar Laws apply, (iii) an entity deemed to hold the assets of any of the foregoing described in clauses (i) and (ii) (pursuant to the Plan Asset Regulation or otherwise), or (iv) a person who is purchasing or holding such Series 2023-1 Notes or any interest therein on behalf of, as fiduciary of, as trustee of, or with assets of, any Plan, or (B) its purchase and holding of such Series 2023-1 Notes or any interest therein will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation of any applicable Similar Laws. If it is acquiring Series 2023-1 Class C Notes, then either (A) it is neither a Plan nor a person who is purchasing such Series 2023-1 Class C Notes or any interest therein on behalf of, as fiduciary of, as trustee of, or with assets of, any Plan, or (B) it is a Plan not subject to Title I of ERISA or Section 4975 of the Code and its purchase and holding of such Series 2023-1 Class C Notes or any interest therein will not result in a violation of any applicable Similar Laws and will not cause the assets of the Issuer to be subject to Similar Laws; (d) it has, independently and without reliance upon the Indenture Trustee or any other jurisdiction. (iii) If the purchaser is acquiring any Certificates for the account of one or more Qualified Institutional Buyersperson, it represents that and based on such documents and information as it has sole deemed appropriate, made its own investment discretion with decision in respect to each such account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such party. (iv) No action has been or will be taken by the Initial Purchaser or the Trust which would permit a public offering of the Certificates or Series 2023-1 Notes and it will, independently and without reliance upon the possession or distribution of this document Indenture Trustee or any other offering material in any country or jurisdiction whereperson, or in any circumstances in whichand based on such documents and information as it shall deem appropriate at the time, action for that purpose is required under applicable local laws and regulations. (v) The purchaser is an eligible swap participant under the regulations of the Commodity Futures Trading Commission set forth at 12 C.F.R. Part 35. (vi) The purchaser has sufficient knowledge, experience and professional advice continue to make its own legal, tax, accounting decisions in taking or not taking action under the Indenture and financial evaluation of the merits and risks of purchasing the Certificates and in doing so is not relying upon the views or advice of, or any information with respect to the Issuer provided by, the Initial Purchaser or any affiliate. (vii) The purchaser has itself been, and will at all times continue to be, solely responsible for making its own independent appraisal of and investigation into the financial condition, prospects, creditworthiness, affairs, status and business of the Terms Assets Issuer. (viii) The Initial Purchaser and its affiliates are not making, and have not made, in connection with the sale of the Certificates any representation whatsoever as to the Term Assets Issuer or any information contained in any document filed by the Term Assets Issuer with any exchange or with any governmental entity regulating the purchase and sale of securities. (ix) The purchaser has been afforded an opportunity to request from the Initial Purchaser and to review, and it has received, all additional information considered by it to be necessary to verify the accuracy of the information contained in the Private Placement Memorandum for the Certificates or otherwise necessary to its making an informed investment decision, including without limitation information relating to the Term Assets; (x) The purchaser has not relied on the Initial Purchaser or any person affiliated with the Initial Purchaser in connection with its investigation of the accuracy of the information contained in the Private Placement Memorandum for the Certificates or its investment decisionSeries 2023-1 Notes; and (xie) No person it has been authorized to give any furnished with all information or to make any representation concerning the Certificates other than information or representations contained in the Private Placement Memorandum for the Certificates or otherwise provided in writing by the Initial Purchaser, and, if given or made, such other information or representations should not be relied upon as having been authorized by the Initial Purchaser. regarding (a) The Trust is intended to be a partnershipthe Series 2023-1 Notes and distributions thereon, or in the case of one owner of Certificates, an entity disregarded as a separate entity, for federal tax purposes (b) the Trust is not intended to create a partnership for any other purposes, Indenture and (c) the Trust will elect under Section 761(a) of the Code to be excluded from the operation of Subchapter K of the Codeall related matters, (d) a Certificate Owner will not irrevocably authorize any person acting in a representative capacity to purchase, sell or exchange the Certificates, unless such delegation of authority is for a period of not more than one year, and (e) a Certificate Owner will not to take any action inconsistent with the foregoingeach case that it has requested.

Deemed Representations. Each purchaser of Certificates (other than the Initial Purchaser or the Depositor) Securities, by its acceptance thereof, will be deemed by its acceptance of a Certificate to have represented, agreed or acknowledged, represented to, and agreed with the Company as applicable, for the benefit of the Initial Purchaser and its affiliates, as follows (terms used in this paragraph that are defined in Rule 144A are used herein as defined therein);follows: (i) The purchaser (A) is a Qualified Institutional Buyer, (B) is aware It understands and acknowledges that the sale of Certificates Securities have not been registered under the Securities Act or any other applicable securities law, the Securities are being offered pursuant to it is being made the exemption set forth in reliance on Section 4(23(a)(9) of the Securities Act or Rule 144A promulgated thereunder and (C) is acquiring the Certificates for its own account or for the account of another Qualified Institutional Buyer. (ii) The Certificates are being offered, and may be transferred, only issued pursuant to the exemption set forth in Section 1145 of the Bankruptcy Law in a transaction not involving requiring registration under the Securities Act or any public offering in other securities laws, and to the United States within extent that Section 1145 of the meaning Bankruptcy Law is not applicable, none of the Securities Act. The Certificates have not been and will not be registered under the Securities Act, and the purchaser agrees for the benefit of the Initial Purchaser and its affiliates that if in the future it decides to offer, resell, pledge or otherwise transfer the Certificates, the Certificates may be offered, sold, pledged or otherwise transferred except in compliance with the registration requirements of the Securities Act or any other applicable securities law, pursuant to an exemption therefrom or in a transaction not subject thereto and in each case in compliance with the conditions for transfer set forth in paragraphs (av) and (vi) below. (ii) It acknowledges that the Solicitation and Disclosure Statement relates to an offering that is exempt from registration under the Securities Act and does not comply in important respects with Commission rules that would apply to an offering document relating to a public offering of securities. (iii) It acknowledges that neither the Company nor any person representing the Company has made any representation to it with respect to the Company or the offering or sale of any Securities, other than the information contained in the Solicitation and Disclosure Statement, which Solicitation and Disclosure Statement has been delivered to it. It has had access to such financial and other information as it has deemed necessary in connection with its decision to purchase any of the Securities, including an opportunity to ask questions of and request information from the Company, and it has received and reviewed all information that was requested. (iv) It (A) acknowledges and confirms that it is a single "holder of record" of the Securities, as that term is defined in Rule 12g5-1 of the Exchange Act or (B) has identified to the Security Registrar, the number of persons who, after the transfer, shall be deemed to be "holders of record" of its Securities, as determined in accordance with Rule 12g5-1 of the Exchange Act. (v) It understands that the Securities have not been registered under the Securities Act or the securities laws of any jurisdiction and that: (A) the Securities may be offered, resold, pledged or otherwise transferred (i) without registration under the Securities Act in reliance on Section 1145 of the Bankruptcy Law or (ii) to the extent Section 1145 of the Bankruptcy Laws is not applicable, only (1) to a person whom who the seller reasonably believes is a Qualified Institutional Buyer qualified institutional buyer in a transaction meeting the requirements of Rule 144A144A under the Securities Act, in a transaction meeting the requirements of Rule 144 under the Securities Act, to an institutional accredited investor, as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, that, prior to such transfer, furnishes the Trustee and the Company a signed letter containing certain representations and agreements the form of which can be obtained from the Company, or in accordance with another exemption from the registration requirements of the Securities Act (band based upon an opinion of counsel if the Company requests), (2) to the Company, or (3) pursuant to an effective registration statement and, in each case, in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction; (B) so long as the Company is not required to file periodic reports, information and documents under the Exchange Act, (i) it may not sell, pledge or otherwise transfer (any such sale, pledge or transfer a "Transfer") its Securities unless, prior to the date of the proposed Transfer it submits a certification in writing from the proposed transferee to the Security Registrar that (1) after the Transfer, such Securities shall be deemed to be "held of record" by one person, as that term is defined in Rule 12g5-1 of the Exchange Act, or (2) identifies the number of persons who, after the Transfer, shall be deemed to be "holders of record" of such Securities, as determined in accordance with Rule 12g5-1 of the Exchange Act and (ii) each request for a registration of Transfer of the Securities shall be accompanied by a request in writing to the Security Registrar that, in addition to certain customary requirements, shall include (1) the name, address and telephone number of the proposed transferee, (2) the date on which the proposed Transfer is expected to take place, (3) the name of the proposed transferor of the Securities to be transferred, (4) the aggregate principal amount of the Securities to be transferred and (5) written evidence, satisfactory to the Company and the Security Registrar, from the proposed transferor that the Transfer is being made in compliance with applicable federal and state securities laws; (C) the Securities may be offered, resold, pledged or otherwise transferred only in principal amounts of $90,000 and integral multiples of $1.00 in excess thereof, provided, however, in the event that: (a) the Company is required to file periodic information, documents and reports under the Exchange Act; or (b) the Company is required to issue Securities to the Holders of Allowed Small Note Claims (as defined in the Solicitation and Disclosure Statement) pursuant to the Plan (as defined in the Solicitation and Disclosure Statement), the Company, at its option, may allow the Securities to be offered, resold, pledged or otherwise transferred in minimum denominations of $1,000 and integral multiples thereof.; (D) by holding the Securities it agrees that (i) it will keep confidential and will not publish, reproduce, or use, or disclose to any other person or entity any information furnished or provided by the Company on its Qualified Internet Site, (ii) it will use reasonable efforts to safeguard the information on the Company's Qualified Internet Site and will use at least the same degree of care and skill such holder takes with its own confidential information, and (iii) If it is not affiliated with any competitor, customer or supplier or is not an employee of the purchaser Company that is acquiring any Certificates for set forth on the account written list of one or more competitors, customers, suppliers and employees of the Company furnished by the Company to the independent third party host of the Qualified Institutional Buyers, it represents that it has sole investment discretion with respect Internet Site and to each such account and that it has full power the Trustee from time to make the foregoing acknowledgments, representations and agreements on behalf of each such party.time; and (ivE) No action has been or will be taken by the Initial Purchaser or the Trust which would permit a public offering it will, and each subsequent holder is required to, notify any subsequent purchaser from it of the Certificates or the possession or distribution of this document or any other offering material in any country or jurisdiction where, or in any circumstances in which, action for that purpose is required under applicable local laws and regulations. (v) The purchaser is an eligible swap participant under the regulations of the Commodity Futures Trading Commission resale restrictions set forth at 12 C.F.R. Part 35in (A) through (D) above. (vi) The purchaser has sufficient knowledgeIt acknowledges and agrees that, experience so long as the Company is not required to file periodic reports, information and professional advice to make its own legaldocuments under the Exchange Act, tax, accounting and financial evaluation a registration of Transfer of the merits and risks Securities will be made on the books of purchasing the Certificates and in doing so is not relying upon Security Registrar only if (A) such Transfer involves a Transfer to one or more existing Holders of Securities, (B) such Transfer involves a Transfer of 100% of the views or advice ofaggregate principal amount of Securities owned by the proposed transferor to a single Person who has certified to the Security Registrar that it will be treated as a single "holder of record" under Rule 12g5-1 of the Exchange Act, or any information with respect to the Issuer provided by(C) following such proposed Transfer, the Initial Purchaser or any affiliateaggregate number of holders of record of the Securities, as calculated in accordance with Rule 12g5-1 of the Exchange Act, is less than 300. (vii) The purchaser has itself been, and It agrees that it will at all times continue deliver to be, solely responsible for making its own independent appraisal each person to whom it transfers Securities notice of and investigation into the financial condition, prospects, creditworthiness, affairs, status and business any restriction on transfer of the Terms Assets Issuersuch Securities. (viii) The Initial Purchaser It acknowledges and its affiliates are not making, and have not made, agrees that any Transfer of Securities attempted to be made in connection with the sale violation of the Certificates any representation whatsoever as to restrictions set forth in paragraphs (i) through (vi) above shall not be registered on the Term Assets Issuer or any information contained books of the Security Registrar and, accordingly, shall be null and void in any document filed by the Term Assets Issuer with any exchange or with any governmental entity regulating the purchase and sale of securitiesall respects. (ix) The purchaser has been afforded an opportunity to request from It acknowledges that the Initial Purchaser Company and to review, others will rely upon the truth and it has received, all additional information considered by it to be necessary to verify the accuracy of the information contained in foregoing acknowledgments, representations, warranties and agreements and agrees that if any of the Private Placement Memorandum for acknowledgments, representations, warranties and agreements deemed to have been made by its purchase of the Certificates or otherwise necessary to its making an informed investment decisionSecurities are no longer accurate, including without limitation information relating to it shall promptly notify the Term Assets;Company. (x) The purchaser has Securities may not relied on the Initial Purchaser be sold or any person affiliated with the Initial Purchaser in connection with transferred to, and each purchaser, by its investigation purchase of the accuracy Securities, shall be deemed to have represented and covenanted that it is not acquiring the Securities for or on behalf of, and will not transfer the Securities to, any employee benefit plan subject to Title I of the information contained in the Private Placement Memorandum for the Certificates Employee Retirement Income Security Act of 1974, as amended ("ERISA") or its investment decision; and (xi) No person has been authorized to give any information or to make any representation concerning the Certificates other than information or representations contained in the Private Placement Memorandum for the Certificates or otherwise provided in writing by the Initial Purchaser, and, if given or made, such other information or representations should not be relied upon as having been authorized by the Initial Purchaser. (a) The Trust is intended to be a partnership, or in the case of one owner of Certificates, an entity disregarded as a separate entity, for federal tax purposes (b) the Trust is not intended to create a partnership for any other purposes, (c) the Trust will elect under Section 761(a) 4975 of the Internal Revenue Code to of 1986, as amended (the "Code") except that such purchase and holding of Securities for or on behalf of an employee benefit plan shall be excluded from the operation permitted if such purchase and holding will not constitute non-exempt prohibited transaction under Title I of Subchapter K ERISA or Section 4975 of the Code, (d) a Certificate Owner will not irrevocably authorize any person acting in a representative capacity to purchase, sell or exchange the Certificates, unless such delegation of authority is for a period of not more than one year, and (e) a Certificate Owner will not to take any action inconsistent with the foregoing.