Common use of Representation Regarding ERISA Clause in Contracts

Representation Regarding ERISA. By acquiring a Note or interest therein, each Holder of such Note or Beneficial Owner of any such interest will be deemed to represent that either (1) it is not acquiring the Note with Plan Assets or (2) (A) the acquisition, holding and transfer of such Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (B) the Notes are rated investment grade or better and such person believes that the Notes are properly treated as indebtedness without substantial equity features for purposes of the Department of Labor regulation 29 C.F.R. ss. 2510.3-101, and agrees to so treat the Notes. Alternatively, regardless of the rating of the Notes, such person may provide the Indenture Trustee and the Owner Trustee with an opinion of counsel, which opinion of counsel will not be at the expense of the Issuer, the Seller, [________], any Underwriter, the Owner Trustee, the Indenture Trustee, the Master Servicer or any successor servicer which opines that the acquisition, holding and transfer of such Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Seller, [________], the Depositor, the Owner Trustee, the Indenture Trustee, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture or the other Operative Agreements.

Representation Regarding ERISA. By acquiring a an Offered Note or interest therein, each Holder of such Note or Beneficial Owner of any such interest will be deemed to represent that either (1) it is not acquiring the Note with Plan Assets or (2) (A) the acquisition, holding and transfer of such Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (B) the Notes are rated investment grade or better and such person believes that the Notes are properly treated as indebtedness without substantial equity features for purposes of the Department of Labor (“DOL”) regulation 29 C.F.R. ss. § 2510.3-101, and agrees to so treat the Notes. Alternatively, regardless of the rating of the Notes, such person may provide the Indenture Trustee and the Owner Trustee Securities Administrator with an opinion Opinion of counselCounsel, which opinion Opinion of counsel Counsel will not be at the expense of the Trust, the Issuer, the Seller, [________], any Underwriter, the Owner TrusteeDepositor, the Indenture Trustee, the Securities Administrator, or the Master Servicer or any successor servicer which opines that the acquisition, holding and transfer of such Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Trust, the Issuer, the Seller, [________], the Depositor, the Owner Trustee, the Indenture Trustee, the Securities Administrator or the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture or the other Operative AgreementsIndenture.

Representation Regarding ERISA. By acquiring a Note or interest therein, each Holder of such Note or Beneficial Owner of any such interest will be deemed to represent that either (1) it is not acquiring the Note with Plan Assets or (2) (A) the acquisition, holding and transfer of such Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (B) the Notes are rated investment grade or better and such person believes that the Notes are properly treated as indebtedness without substantial equity features for purposes of the Department of Labor regulation 29 C.F.R. ss. 2510.3-101, and agrees to so treat the Notes. Alternatively, regardless of the rating of the Notes, such person may provide the Indenture Trustee and the Owner Trustee with an opinion of counsel, which opinion of counsel will not be at the expense of the Issuer, the Seller, [________]NC Capital, any Underwriter, the Owner Trustee, the Indenture Trustee, the Master Servicer or any successor servicer which opines that the acquisition, holding and transfer of such Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Seller, [________]NC Capital, the Depositor, the Owner Trustee, the Indenture Trustee, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture or the other Operative AgreementsIndenture.

Representation Regarding ERISA. By acquiring a an Offered Note or interest therein, each Holder of such Note or Beneficial Owner of any such interest will be deemed to represent that either (1) it is not acquiring the Note with Plan Assets or (2) (A) the acquisition, holding and transfer of such Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (B) the Notes are rated investment grade or better and such person believes that the Notes are properly treated as indebtedness without substantial equity features for purposes of the Department of Labor (“DOL”) regulation 29 C.F.R. ss. § 2510.3-101, and agrees to so treat the Notes. Alternatively, regardless of the rating of the Notes, such person may provide the Indenture Trustee Trustee, the Securities Administrator and the Owner Trustee with an opinion Opinion of counselCounsel, which opinion Opinion of counsel Counsel will not be at the expense of the Issuer, the Seller, [________], any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer which opines that the acquisition, holding and transfer of such Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Seller, [________], the Depositor, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture or the other Operative AgreementsIndenture.

Representation Regarding ERISA. By acquiring a Note Class 1-A-1, Class 1-A-2 or Class 2-A Bond or interest therein, each Holder of such Note Bond or Beneficial Owner of any such interest will be deemed to represent that either (1) it is not acquiring the Note such Bond with Plan Assets or (2) (A) the acquisition, holding and transfer of such Note Bond will not give rise to a non-exempt nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (B) the Notes Bonds are rated investment grade or better and such person believes that the Notes are properly treated purchaser agrees to treat them as indebtedness without substantial equity features for purposes of the Department of Labor regulation 29 C.F.R. ss. 2510.3-101, and agrees to so treat the Notesfederal income tax purposes. Alternatively, regardless of the rating of the Notessuch Bonds, such person may provide the Indenture Trustee and the Owner Trustee with an opinion of counsel, which opinion of counsel will not be at the expense of the Issuer, the Seller, [________]the Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Master Servicer or any successor servicer servicer, which opines that the acquisition, holding and transfer of such Note Bond or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Seller, [________], the Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture or the other Operative AgreementsIndenture.

Representation Regarding ERISA. By acquiring a Note or interest therein, each Holder of such Note or Beneficial Owner of any such interest will be deemed to represent that either (1) it is not acquiring the Note with Plan Assets or (2) (A) the acquisition, holding and transfer of such Note will not give rise to a non-exempt nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (B) the Notes are rated investment grade or better and such person believes that the Notes are properly treated as indebtedness without substantial equity features for purposes of the Department of Labor regulation 29 C.F.R. ss. 2510.3-101, and agrees to so treat the Notes. Alternatively, regardless of the rating of the Notes, such person may provide the Indenture Trustee and the Owner Trustee with an opinion Opinion of counselCounsel, which opinion Opinion of counsel Counsel will not be at the expense of the Issuer, the Depositor, the Seller, [________], any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Master Servicer, the Servicer or any successor servicer the Special Servicer which opines that the acquisition, holding and transfer of such Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Seller, [________], the Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Master Servicer, the Servicer or any successor servicer the Special Servicer to any obligation in addition to those undertaken in the Indenture or and the other Operative AgreementsBasic Documents.

Representation Regarding ERISA. By acquiring a Note or interest therein, each Holder of such Note or Beneficial Owner of any such interest will shall be deemed to represent that either (1) it is not acquiring the Note with Plan Assets or (2) (A) the acquisition, holding and transfer of such Note will not give rise to a non-exempt nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (B) the Notes are rated investment grade or better and such person believes that the Notes are properly treated as indebtedness without substantial equity features for purposes of the Department of Labor regulation 29 C.F.R. ss. § 2510.3-101, and agrees to so treat the Notes. Alternatively, regardless of the rating of the Notes, such person may provide the Indenture Trustee Securities Administrator and the Owner Trustee with an opinion Opinion of counselCounsel, which opinion Opinion of counsel Counsel will not be at the expense of the Issuer, the Depositor, the Seller, [________], any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Master Servicer or any successor servicer the Servicer which opines that the acquisition, holding and transfer of such Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Seller, [________], the Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Master Servicer or any successor servicer the Servicer to any obligation in addition to those undertaken in the Indenture or and the other Operative AgreementsBasic Documents.

Representation Regarding ERISA. By acquiring a Note Class 1-A, Class 2-A, Class 3-A, Class 3-M-1, Class 3-M-2 or Class 3-B Bond or interest therein, each Holder of such Note Bond or Beneficial Owner of any such interest will be deemed to represent that either (1) it is not acquiring the Note such Bond with Plan Assets or (2) (A) the acquisition, holding and transfer of such Note Bond will not give rise to a non-exempt nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (B) the Notes Bonds are rated investment grade or better and such person believes that the Notes are properly treated purchaser agrees to treat them as indebtedness without substantial equity features for purposes of the Department of Labor regulation 29 C.F.R. ss. 2510.3-101, and agrees to so treat the Notesfederal income tax purposes. Alternatively, regardless of the rating of the Notessuch Bonds, such person may provide the Indenture Trustee and the Owner Trustee with an opinion of counsel, which opinion of counsel will not be at the expense of the Issuer, the Seller, [________]the Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Master Servicer or any successor servicer servicer, which opines that the acquisition, holding and transfer of such Note Bond or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Seller, [________], the Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture or the other Operative AgreementsIndenture.

Representation Regarding ERISA. By acquiring a Note or interest therein, each Holder of such Note or Beneficial Owner of any such interest will be deemed to represent that either (1) it is not acquiring the Note with Plan Assets or (2) (A) the acquisition, holding and transfer of such Note will not give rise to a non-exempt nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (B) the Notes are rated investment grade or better and such person believes that the Notes are properly treated as indebtedness without substantial equity features for purposes of the Department of Labor regulation 29 C.F.R. ss. 2510.3-101, and agrees to so treat the Notes. Alternatively, regardless of the rating of the Notes, such person may provide the Indenture Trustee and the Owner Trustee with an opinion of counsel, which opinion of counsel will not be at the expense of the Issuer, the Seller, [________], any Underwriter, the Owner Trustee, the Indenture Trustee, the Master Servicer or any successor servicer which opines that the acquisition, holding and transfer of such Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Seller, [________], the Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture or the other Operative AgreementsIndenture.

Representation Regarding ERISA. By acquiring a an Offered Note or interest therein, each Holder of such Note or Beneficial Owner of any such interest will be deemed to represent that either (1) it is not acquiring the Note with Plan Assets or (2) (A) the acquisition, holding and transfer of such Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (B) the Notes are rated investment grade or better and such person believes that the Notes are properly treated as indebtedness without substantial equity features for purposes of the Department of Labor ("DOL") regulation 29 C.F.R. ss. 2510.3-101, and agrees to so treat the Notes. Alternatively, regardless of the rating of the Notes, such person may provide the Indenture Trustee Trustee, the Securities Administrator and the Owner Trustee with an opinion Opinion of counselCounsel, which opinion Opinion of counsel Counsel will not be at the expense of the Issuer, the Seller, [________], any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer which opines that the acquisition, holding and transfer of such Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Seller, [________], the Depositor, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture or the other Operative AgreementsIndenture.

Representation Regarding ERISA. By acquiring a Note or interest therein, each Holder of such Note or Beneficial Owner of any such interest will shall be deemed to represent that either (1) it is not acquiring the Note with Plan Assets or (2) (A) the acquisition, holding and transfer of such Note will not give rise to a non-exempt nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (B) the Notes are rated investment grade or better and such person believes that the Notes are properly treated as indebtedness without substantial equity features for purposes of the Department of Labor regulation 29 C.F.R. ss. 2510.3-101, and agrees to so treat the Notes. Alternatively, regardless of the rating of the Notes, such person may provide the Indenture Trustee Securities Administrator and the Owner Trustee with an opinion Opinion of counselCounsel, which opinion Opinion of counsel Counsel will not be at the expense of the Issuer, the Depositor, the Seller, [________], any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Master Servicer or any successor servicer the Servicer which opines that the acquisition, holding and transfer of such Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Seller, [________], the Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Master Servicer or any successor servicer the Servicer to any obligation in addition to those undertaken in the Indenture or and the other Operative AgreementsBasic Documents.

Representation Regarding ERISA. (a) By acquiring a Note or interest therein, each Holder of such Note or Beneficial Owner of any such interest will shall be deemed to represent that either (1a) it is not acquiring the Note with Plan Assets or (2b) (Ai) the acquisition, holding and transfer of such Note will shall not give rise to a non-exempt nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (Bii) the Notes are rated investment grade or better and such person believes that the Notes are properly treated as indebtedness without substantial equity features for purposes of the Department of Labor regulation 29 C.F.R. ss. § 2510.3-101, and such Holder agrees to so treat the Notes. Alternatively, regardless of the rating of the Notes, such person may provide the Indenture Trustee Securities Administrator and the Owner Trustee with an opinion Opinion of counselCounsel, which opinion Opinion of counsel will Counsel shall not be at the expense of the Issuer, the Depositor, the Seller, [________], any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Master Servicer Servicer, the Servicer, or any successor servicer the Subservicer which opines that the acquisition, holding and transfer of such Note or interest therein is permissible under applicable law, will shall not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will shall not subject the Issuer, the Seller, [________], the Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Master Servicer, the Servicer or any successor servicer the Subservicer to any obligation in addition to those undertaken in the Indenture or and the other Operative AgreementsBasic Documents.

Representation Regarding ERISA. By acquiring a Note or interest therein, each Holder of such Note or Beneficial Owner of any such interest will be deemed to represent that either (1) it is not acquiring the Note with Plan Assets or (2) (A) the acquisition, holding and transfer of such Note will not give rise to a non-exempt nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (B) the Notes are rated investment grade or better and such person believes that the Notes are properly treated as indebtedness without substantial equity features for purposes of the Department of Labor regulation 29 C.F.R. ss. § 2510.3-101, and agrees to so treat the Notes. Alternatively, regardless of the rating of the Notes, such person may provide the Indenture Trustee and the Owner Trustee with an opinion Opinion of counselCounsel, which opinion Opinion of counsel Counsel will not be at the expense of the Issuer, the Depositor, the Seller, [________], any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Master Servicer, the Servicer or any successor servicer the Special Servicer which opines that the acquisition, holding and transfer of such Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Seller, [________], the Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Master Servicer, the Servicer or any successor servicer the Special Servicer to any obligation in addition to those undertaken in the Indenture or and the other Operative AgreementsBasic Documents.

Representation Regarding ERISA. By acquiring a Note or interest therein, each Holder of such Note or Beneficial Owner of any such interest will be deemed to represent that either (1) it is not acquiring the Note with Plan Assets or (2) (A) the acquisition, holding and transfer of such Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (B) the Notes are rated investment grade or better and such person believes that the Notes are properly treated as indebtedness without substantial equity features for purposes of the Department of Labor regulation 29 C.F.R. ss. 2510.3-101, and agrees to so treat the Notes. Alternatively, regardless of the rating of the Notes, such person may provide the Indenture Trustee and the Owner Trustee with an opinion of counsel, which opinion of counsel will not be at the expense of the Issuer, the Seller, [________]the Originator, any Underwriter, the Owner Trustee, the Indenture Trustee, the Master Servicer or any successor servicer which opines that the acquisition, holding and transfer of such Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Seller, [________]the Originator, the Depositor, the Owner Trustee, the Indenture Trustee, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture or the other Operative AgreementsIndenture.

Representation Regarding ERISA. By acquiring a Note Class 1-A-1, Class 1-A-2, Class 2-A-1 or 2-A-2 Bond or interest therein, each Holder of such Note Bond or Beneficial Owner of any such interest will be deemed to represent that either (1) it is not acquiring the Note such Bond with Plan Assets or (2) (A) the acquisition, holding and transfer of such Note Bond will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (B) the Notes Bonds are rated investment grade or better and such person believes that the Notes are properly treated purchaser agrees to treat them as indebtedness without substantial equity features for purposes of the Department of Labor regulation 29 C.F.R. ss. 2510.3-101, and agrees to so treat the Notesfederal income tax purposes. Alternatively, regardless of the rating of the Notessuch Bonds, such person may provide the Indenture Trustee and the Owner Trustee with an opinion of counsel, which opinion of counsel will not be at the expense of the Issuer, the Seller, [________]the Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Master Servicer or any successor servicer servicer, which opines that the acquisition, holding and transfer of such Note Bond or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Seller, [________], the Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture or the other Operative AgreementsIndenture.

Representation Regarding ERISA. By acquiring a Note or interest therein, each Holder of such Note or Beneficial Owner of any such interest will be deemed to represent that either (1) it is not acquiring the Note with Plan Assets or (2) (A) the acquisition, holding and transfer of such Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (B) the Notes are rated investment grade or better and such person believes that the Notes are properly treated as indebtedness without substantial equity features for purposes of the Department of Labor regulation 29 C.F.R. ss. 2510.3-101, and agrees to so treat the Notes. Alternatively, regardless of the rating of the Notes, such person may provide the Indenture Trustee and the Owner Trustee with an opinion of counsel, which opinion of counsel will not be at the expense of the Issuer, the Indenture Trustee, the Seller, [________], any Underwriter, the Owner Trustee, the Indenture Trustee, the Master Servicer or any successor servicer which opines that the acquisition, holding and transfer of such Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Indenture Trustee, the Seller, [________], the Depositor, the Owner Trustee, the Indenture Trustee, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture or the other Operative AgreementsIndenture.

Representation Regarding ERISA. By acquiring a Note or interest therein, each Holder of such Note or Beneficial Owner of any such interest will be deemed to represent that either (1) it is not acquiring the Note with Plan Assets or (2) (A) the acquisition, holding and transfer of such Note will not give rise to a non-exempt nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (B) the Notes are rated investment grade or better and such person believes that the Notes are properly treated as indebtedness without substantial equity features for purposes of the Department of Labor regulation 29 C.F.R. ss. 2510.3-101, and agrees to so treat the Notes. Alternatively, regardless of the rating of the Notes, such person may provide the Indenture Trustee and the Owner Trustee with an opinion Opinion of counselCounsel, which opinion Opinion of counsel Counsel will not be at the expense of the Issuer, the Depositor, the Seller, [________], any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Master Servicer or any successor servicer the Servicer which opines that the acquisition, holding and transfer of such Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Seller, [________], the Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Master Servicer or any successor servicer the Servicer to any obligation in addition to those undertaken in the Indenture or and the other Operative AgreementsBasic Documents.

Representation Regarding ERISA. (a) By acquiring a Note or interest therein, each Holder of such Note or Beneficial Owner of any such interest will shall be deemed to represent that either (1a) it is not acquiring the Note with Plan Assets or (2b) (Ai) the acquisition, holding and transfer of such Note will shall not give rise to a non-exempt nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (Bii) the Notes are rated investment grade or better and such person believes that the Notes are properly treated as indebtedness without substantial equity features for purposes of the Department of Labor regulation 29 C.F.R. ss. § 2510.3-101, and such Holder agrees to so treat the Notes. Alternatively, regardless of the rating of the Notes, such person may provide the Indenture Trustee Securities Administrator and the Owner Trustee with an opinion Opinion of counselCounsel, which opinion Opinion of counsel will Counsel shall not be at the expense of the Issuer, the Depositor, the Seller, [________], any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Master Servicer Servicer, the Servicer, or any successor servicer the Subservicer, which opines that the acquisition, holding and transfer of such Note or interest therein is permissible under applicable law, will shall not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will shall not subject the Issuer, the Seller, [________], the Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Master Servicer, the Servicer or any successor servicer the Subservicer to any obligation in addition to those undertaken in the Indenture or and the other Operative AgreementsBasic Documents.

Representation Regarding ERISA. By acquiring a Note or interest therein, each Holder of such Note or Beneficial Owner of any such interest will be deemed to represent that either (1) it is not acquiring the Note with Plan Assets or (2) for an Offered Note (A) the acquisition, holding and transfer of such Note will not give rise to a non-exempt nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (B) the Notes are Note is rated investment grade or better and such person believes that the Notes are Offered Note is properly treated as indebtedness without substantial equity features for purposes of the Department of Labor regulation 29 C.F.R. ss. § 2510.3-101, and agrees to so treat the NotesOffered Note. Alternatively, regardless of the rating of the Notes, such person may provide the Indenture Trustee and the Owner Trustee with an opinion of counsel, which opinion of counsel will not be at the expense of the IssuerIssuing Entity, CHL, the Note Registrar, the Depositor, the Seller, [________], any Underwriter, the Owner Trustee, the Indenture Trustee, the Master Servicer or any successor servicer which opines that the acquisition, holding and transfer of such Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the IssuerCHL, the Seller, [________]the Depositor, any Underwriter, the DepositorNote Registrar, the Owner Trustee, the Indenture Trustee, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture or the other Operative AgreementsSale and Servicing Agreement.

Representation Regarding ERISA. By acquiring a Note or interest therein, each Holder of such Note or Beneficial Owner of any such interest will be deemed to represent that either (1) it is not acquiring the Note with Plan Assets or (2) (A) the acquisition, holding and transfer of such Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (B) the Notes are rated investment grade or better and such person believes that the Notes are properly treated as indebtedness without substantial equity features for purposes of the Department of Labor regulation 29 C.F.R. ss. § 2510.3-101, and agrees to so treat the Notes. Alternatively, regardless of the rating of the Notes, such person may provide the Indenture Trustee and the Owner Trustee with an opinion of counsel, which opinion of counsel will not be at the expense of the Issuer, the Seller, [________]NC Capital, any Underwriter, the Owner Trustee, the Indenture Trustee, the Master Servicer, the Servicer or any successor servicer which opines that the acquisition, holding and transfer of such Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Seller, [________]NC Capital, the Depositor, the Owner Trustee, the Indenture Trustee, the Master Servicer, the Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture or the other Operative Agreements.

Representation Regarding ERISA. By acquiring a Note or interest therein, each Holder of such Note or Beneficial Owner of any such interest will shall be deemed to represent that either (1) it is not acquiring the Note with Plan Assets or (2) (A) the acquisition, holding and transfer of such Note will not give rise to a non-exempt nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (B) the Notes are rated investment grade or better and such person believes that the Notes are properly treated as indebtedness without substantial equity features for purposes of the Department of Labor regulation 29 C.F.R. ss. § 2510.3-101, and agrees to so treat the Notes. Alternatively, regardless of the rating of the Notes, such person may provide the Indenture Trustee Trustee, the Securities Administrator and the Owner Trustee with an opinion Opinion of counselCounsel, which opinion Opinion of counsel Counsel will not be at the expense of the Issuer, the Depositor, the Seller, [________], any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Master Servicer, the Servicer or any successor servicer which opines that the acquisition, holding and transfer of such Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Seller, [________], the Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Master Servicer, the Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture or the other Operative AgreementsIndenture.

Representation Regarding ERISA. By acquiring a Note Class 1-A-1, Class 1-A-2, Class 1-A-3 or Class 2-A Bond or interest therein, each Holder of such Note Bond or Beneficial Owner of any such interest will be deemed to represent that either (1) it is not acquiring the Note such Bond with Plan Assets or (2) (A) the acquisition, holding and transfer of such Note Bond will not give rise to a non-exempt nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (B) the Notes Bonds are rated investment grade or better and such person believes that the Notes are properly treated purchaser agrees to treat them as indebtedness without substantial equity features for purposes of the Department of Labor regulation 29 C.F.R. ss. 2510.3-101, and agrees to so treat the Notesfederal income tax purposes. Alternatively, regardless of the rating of the Notessuch Bonds, such person may provide the Indenture Trustee and the Owner Trustee with an opinion of counsel, which opinion of counsel will not be at the expense of the Issuer, the Seller, [________]the Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Master Servicer or any successor servicer servicer, which opines that the acquisition, holding and transfer of such Note Bond or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Seller, [________], the Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture or the other Operative AgreementsIndenture.

Representation Regarding ERISA. By acquiring a Note or interest therein, each Holder of such Note or Beneficial Owner of any such interest will be deemed to represent that either (1) it is not acquiring the Note with Plan Assets or (2) (A) the acquisition, holding and transfer of such Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (B) the Notes are rated investment grade or better and such person believes that the Notes are properly treated as indebtedness without substantial equity features for purposes of the Department of Labor regulation 29 C.F.R. ss. 2510.3-2510.3- 101, and agrees to so treat the Notes. Alternatively, regardless of the rating of the Notes, such person may provide the Indenture Trustee and the Owner Trustee with an opinion of counsel, which opinion of counsel will not be at the expense of the Issuer, the Seller, [________]NC Capital, any Underwriter, the Owner Trustee, the Indenture Trustee, the Master Servicer or any successor servicer which opines that the acquisition, holding and transfer of such Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Seller, [________]NC Capital, the Depositor, the Owner Trustee, the Indenture Trustee, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture or the other Operative AgreementsIndenture.

Representation Regarding ERISA. By acquiring a an Offered Note or interest therein, each Holder of such Note or Beneficial Owner of any such interest will be deemed to represent that either (1) it is not acquiring the Note with Plan Assets or (2) (A) the acquisition, holding and transfer of such Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (B) the Notes are rated investment grade or better and such person believes that the Notes are properly treated as indebtedness without substantial equity features for purposes of the Department of Labor (“DOL”) regulation 29 C.F.R. ss. § 2510.3-101, and agrees to so treat the Notes. Alternatively, regardless of the rating of the Notes, such person may provide the Indenture Trustee Trustee, the Securities Administrator and the Owner Trustee with an opinion Opinion of counselCounsel, which opinion Opinion of counsel Counsel will not be at the expense of the Issuer, the Depositor, the Seller, [________], any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer which opines that the acquisition, holding and transfer of such Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Seller, [________], the Depositor, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture or the other Operative AgreementsIndenture.

Representation Regarding ERISA. By acquiring a an Offered Note or interest therein, each Holder of such Note or Beneficial Owner of any such interest will be deemed to represent that either (1) it is not acquiring the Note with Plan Assets or (2) (A) the acquisition, holding and transfer of such Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (B) the Notes are rated investment grade or better and such person believes that the Notes are properly treated as indebtedness without substantial equity features for purposes of the Department of Labor ("DOL") regulation 29 C.F.R. ss. § 2510.3-101, and agrees to so treat the Notes. Alternatively, regardless of the rating of the Notes, such person may provide the Indenture Trustee and the Owner Trustee Securities Administrator with an opinion Opinion of counselCounsel, which opinion Opinion of counsel Counsel will not be at the expense of the IssuerTrust, the Issuing Entity, the Seller, [________]the Depositor, any the Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Master Servicer, the Servicer or any successor servicer Servicer which opines that the acquisition, holding and transfer of such Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the IssuerTrust, the Issuing Entity, the Seller, [________]the Depositor, the DepositorUnderwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Master Servicer, the Servicer or any successor servicer Servicer to any obligation in addition to those undertaken in the Indenture or the other Operative AgreementsIndenture.

Representation Regarding ERISA. By acquiring a an Offered Note or interest therein, each Holder of such Note or Beneficial Owner of any such interest will be deemed to represent that either (1) it is not acquiring the Note with Plan Assets or (2) (A) the acquisition, holding and transfer of such Note will not give rise to a non-exempt nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (B) the Notes are rated investment grade or better and such person believes that the Offered Notes are properly treated as indebtedness without substantial equity features for purposes of the Department of Labor regulation 29 C.F.R. ss. Section 2510.3-101, and agrees to so treat the Offered Notes. Alternatively, regardless of the rating of the Offered Notes, such person may provide the Indenture Trustee and the Owner Trustee with an opinion of counsel, which opinion of counsel will not be at the expense of the IssuerIssuing Entity, the Seller, [________], any Underwriter, the Owner Trustee, the Indenture Trustee, the Master Servicer or any successor servicer which opines that the acquisition, holding and transfer of such Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the IssuerIssuing Entity, the Seller, [________], the Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture or the other Operative AgreementsServicing Agreement.