Common use of Arm’s-Length Transaction; Other Transactions Clause in Contracts

Arm’s-Length Transaction; Other Transactions. (a) Each of the Company and the Trust Depositor acknowledges and agrees that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Trust, on the one hand, and the Initial Purchaser, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, the Initial Purchaser is and has been acting solely as a principal and is not an agent or fiduciary of the Trust, the Company or the Trust Depositor or any of their respective equity holders, creditors, employees or any other party, (iii) the Initial Purchaser has not assumed and will not assume an advisory or fiduciary responsibility in favor of the Trust, the Company or the Trust Depositor with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Initial Purchaser has advised or is currently advising any of the Trust, the Company or the Trust Depositor on other matters) and the Initial Purchaser has no obligation to any of the Trust, the Company or the Trust Depositor with respect to the offering contemplated hereby, except the obligations expressly set forth in this Agreement, and (iv) the Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Trust, the Company and the Trust Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Arm’s-Length Transaction; Other Transactions. (a) Each of the Company Company, the Trust Depositor and the Trust Depositor acknowledges and agrees that (i) the purchase and sale of the Offered Notes pursuant to this Agreement, including the determination of the offering price of the Offered Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the TrustIssuer, on the one hand, and the Initial PurchaserPurchasers, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, the each Initial Purchaser is and has been acting solely as a principal and is not an agent or fiduciary of the Trust, the Company or the Trust Depositor or any of their respective equity holdersmembers, creditors, employees or any other party, (iii) the no Initial Purchaser has not assumed and or will not assume an advisory or fiduciary responsibility in favor of the Trust, the Company or the Trust Depositor with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the any Initial Purchaser has advised or is currently advising any of the Trust, the Company or the Trust Depositor on other matters) and the no Initial Purchaser has no any obligation to any of the Trust, the Company or the Trust Depositor with respect to the offering contemplated hereby, except the obligations expressly set forth in this Agreement, and (iv) the no Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Trust, the Company and the Trust Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Arm’s-Length Transaction; Other Transactions. (a) Each of the Company Company, the Depositor and the Trust Depositor Issuer acknowledges and agrees that (i) the purchase and sale of the Offered Notes pursuant to this Agreement, including the determination of the offering price of the Offered Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the TrustIssuer, on the one hand, and the Initial Purchaser, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, the Initial Purchaser is and has been acting solely as a principal and is not an agent or fiduciary of the TrustIssuer, the Company or the Trust Depositor or any of their respective equity holders, creditors, employees or any other party, (iii) the Initial Purchaser has not assumed and will not assume an advisory or fiduciary responsibility in favor of the TrustIssuer, the Company or the Trust Depositor with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Initial Purchaser has advised or is currently advising any of the TrustIssuer, the Company or the Trust Depositor on other matters) and the Initial Purchaser has no obligation to any of the TrustIssuer, the Company or the Trust Depositor with respect to the offering contemplated hereby, except the obligations expressly set forth in this Agreement, and (iv) the Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the TrustIssuer, the Company and the Trust Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Arm’s-Length Transaction; Other Transactions. (a) Each of the Company and the Trust Depositor Issuer acknowledges and agrees that (i) the purchase and sale of the Second Additional Issuance Offered Notes pursuant to this Agreement, including the determination of the offering price of the Second Additional Issuance Offered Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the TrustIssuer, on the one hand, and the Initial Purchaser, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, the Initial Purchaser is and has been acting solely as a principal and is not an agent or fiduciary of the Trust, Issuer or the Company or the Trust Depositor or any of their respective equity holders, creditors, employees or any other party, (iii) the Initial Purchaser has not assumed and will not assume an advisory or fiduciary responsibility in favor of the Trust, Issuer or the Company or the Trust Depositor with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Initial Purchaser has advised or is currently advising any of the Trust, Issuer or the Company or the Trust Depositor on other matters) and the Initial Purchaser has no obligation to any of the Trust, Issuer or the Company or the Trust Depositor with respect to the offering contemplated hereby, except the obligations expressly set forth in this Agreement, and (iv) the Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Trust, Issuer and the Company and the Trust Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Arm’s-Length Transaction; Other Transactions. (a) Each of the Company and the Trust Depositor The Issuer acknowledges and agrees that (i) the purchase and sale of the Purchased Notes pursuant to this Agreement, including the determination of the offering price of the Purchased Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the TrustIssuer, on the one hand, and the Initial Purchaser, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, the Initial Purchaser is and has been acting solely as a principal and is not an agent or fiduciary of the Trust, the Company or the Trust Depositor Issuer or any of their respective its equity holders, creditors, employees or any other party, (iii) the Initial Purchaser has not assumed and will not assume an advisory or fiduciary responsibility in favor of the Trust, the Company or the Trust Depositor Issuer with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Initial Purchaser has advised or is currently advising any of the Trust, the Company or the Trust Depositor Issuer on other matters) and the Initial Purchaser has no obligation to any of the Trust, the Company or the Trust Depositor Issuer with respect to the offering contemplated hereby, except the obligations expressly set forth in this Agreement, and (iv) the Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Trust, the Company and the Trust Depositor Issuer has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Arm’s-Length Transaction; Other Transactions. (a) Each of the Company Company, the Depositor and the Trust Depositor Issuer acknowledges and agrees that (i) the purchase and sale of the Additional Issuance Offered Notes pursuant to this Agreement, including the determination of the offering price of the Additional Issuance Offered Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the TrustIssuer, on the one hand, and the Initial Purchaser, on the other hand, (ii) in connection with the offering offering, sale and the delivery of the Additional Issuance Offered Notes contemplated hereby and the process leading to such transaction, the Initial Purchaser is and has been acting solely as a principal and is not an agent or fiduciary of the TrustIssuer, the Company or the Trust Depositor or any of their respective Affiliates, equity holders, creditors, employees or any other party, (iii) the Initial Purchaser has not assumed and will not assume an advisory or fiduciary responsibility in favor of the TrustIssuer, the Company Depositor or the Trust Depositor Company with respect to the offering offering, sale and the delivery of the Additional Issuance Offered notes contemplated hereby or the process leading thereto (irrespective of whether the Initial Purchaser has advised or is currently advising any of the TrustIssuer, the Company Depositor or the Trust Depositor Company on other matters) and the Initial Purchaser has no obligation to any of the TrustIssuer, the Company Depositor or the Trust Depositor Company with respect to the offering contemplated hereby, except the obligations expressly set forth in this Agreement, and (iv) the Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the TrustIssuer, the Company Depositor and the Trust Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Arm’s-Length Transaction; Other Transactions. (a) Each of the Company Company, the Depositor and the Trust Depositor Issuer acknowledges and agrees that (i) the purchase and sale of the Offered Notes pursuant to this Agreement, including the determination of the offering price of the Offered Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the TrustIssuer, on the one hand, and the Initial Purchaser, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, the Initial Purchaser is and has been acting solely as a principal and is not an agent or fiduciary of the TrustIssuer, the Company or the Trust Depositor or any of their respective equity holders, creditors, employees or any other party, (iii) the Initial Purchaser has not assumed and will not assume an advisory or fiduciary responsibility in favor of the TrustIssuer, the Company Depositor or the Trust Depositor Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Initial Purchaser has advised or is currently advising any of the TrustIssuer, the Company Depositor or the Trust Depositor Company on other matters) and the Initial Purchaser has no obligation to any of the TrustIssuer, the Company Depositor or the Trust Depositor Company with respect to the offering contemplated hereby, except the obligations expressly set forth in this Agreement, and (iv) the Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the TrustIssuer, the Company Depositor and the Trust Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Arm’s-Length Transaction; Other Transactions. (a) Each of the Company Originator, the Trust Depositor, the Servicer and the Trust Depositor Issuer acknowledges and agrees that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the offering price of the Notes and any related discounts discounts, commissions and commissionsfees, is an arm’s-length commercial transaction between the TrustIssuer, on the one hand, and the Initial PurchaserPurchaser or the applicable Co-Manager, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each of the Initial Purchaser and the Co-Managers is and has been acting solely as a principal and is not an agent or fiduciary of the TrustOriginator, the Company Trust Depositor, the Servicer or the Trust Depositor Issuer or any of their respective equity holders, creditors, employees or any other party, (iii) none of the Initial Purchaser or the Co-Managers has not assumed and nor will not it assume an advisory or fiduciary responsibility in favor of the TrustOriginator, the Company Trust Depositor, the Servicer or the Trust Depositor Issuer, with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Initial Purchaser or such Co-Manager has advised or is currently advising any of the TrustOriginator, the Company Trust Depositor, the Servicer or the Trust Depositor Issuer on other matters) and none of the Initial Purchaser or the Co-Managers has no any obligation to any of the TrustOriginator, the Company Trust Depositor, the Servicer or the Trust Depositor Issuer with respect to the offering contemplated hereby, except the obligations expressly set forth in this Agreement, and (iv) none of the Initial Purchaser or the Co-Managers has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the TrustOriginator, the Company Trust Depositor, the Servicer and the Trust Depositor Issuer has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Arm’s-Length Transaction; Other Transactions. (a) Each of the Company and the Trust Depositor Issuer acknowledges and agrees that (i) the purchase and sale of the Offered Notes pursuant to this Agreement, including the determination of the offering price of the Offered Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the TrustIssuer, on the one hand, and the Initial Purchaser, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, the Initial Purchaser is and has been acting solely as a principal and is not an agent or fiduciary of the Trust, Issuer or the Company or the Trust Depositor or any of their respective equity holders, creditors, employees or any other party, (iii) the Initial Purchaser has not assumed and will not assume an advisory or fiduciary responsibility in favor of the Trust, Issuer or the Company or the Trust Depositor with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Initial Purchaser has advised or is currently advising any of the Trust, Issuer or the Company or the Trust Depositor on other matters) and the Initial Purchaser has no obligation to any of the Trust, Issuer or the Company or the Trust Depositor with respect to the offering contemplated hereby, except the obligations expressly set forth in this Agreement, and (iv) the Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Trust, Issuer and the Company and the Trust Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Arm’s-Length Transaction; Other Transactions. (a) Each of the Company Company, the Trust Depositor and the Trust Depositor acknowledges and agrees that (i) the purchase and sale of the Offered Notes pursuant to this Agreement, including the determination of the offering price of the Offered Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Trust, on the one hand, and the Initial Purchaser, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, the Initial Purchaser is and has been acting solely as a principal and is not an agent or fiduciary of the Trust, the Company or the Trust Depositor or any of their respective equity holders, creditors, employees or any other party, (iii) the Initial Purchaser has not assumed and will not assume an advisory or fiduciary responsibility in favor of the Trust, the Company or the Trust Depositor with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Initial Purchaser has advised or is currently advising any of the Trust, the Company or the Trust Depositor on other matters) and the Initial Purchaser has no obligation to any of the Trust, the Company or the Trust Depositor with respect to the offering contemplated hereby, except the obligations expressly set forth in this Agreement, and (iv) the Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Trust, the Company and the Trust Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Arm’s-Length Transaction; Other Transactions. (a) Each of the Company and the Trust Depositor Issuer acknowledges and agrees that (i) the purchase and sale of the Additional Offered Notes pursuant to this Agreement, including the determination of the offering price of the Additional Offered Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the TrustIssuer, on the one hand, and the Initial Purchaser, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, the Initial Purchaser is and has been acting solely as a principal and is not an agent or fiduciary of the Trust, Issuer or the Company or the Trust Depositor or any of their respective equity holders, creditors, employees or any other party, (iii) the Initial Purchaser has not assumed and will not assume an advisory or fiduciary responsibility in favor of the Trust, Issuer or the Company or the Trust Depositor with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Initial Purchaser has advised or is currently advising any of the Trust, Issuer or the Company or the Trust Depositor on other matters) and the Initial Purchaser has no obligation to any of the Trust, Issuer or the Company or the Trust Depositor with respect to the offering contemplated hereby, except the obligations expressly set forth in this Agreement, and (iv) the Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Trust, Issuer and the Company and the Trust Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Arm’s-Length Transaction; Other Transactions. (a) Each of the Company Company, the Trust Depositor and the Trust Depositor acknowledges and agrees that (i) the purchase and sale of the Offered Notes pursuant to this Agreement, including the determination of the offering price of the Offered Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Trust, on the one hand, and the Initial PurchaserPurchasers, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, the each Initial Purchaser is and has been acting solely as a principal and is not an agent or fiduciary of the Trust, the Company or the Trust Depositor or any of their respective equity holdersmembers, creditors, employees or any other party, (iii) the no Initial Purchaser has not assumed and or will not assume an advisory or fiduciary responsibility in favor of the Trust, the Company or the Trust Depositor with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the any Initial Purchaser has advised or is currently advising any of the Trust, the Company or the Trust Depositor on other matters) and the no Initial Purchaser has no any obligation to any of the Trust, the Company or the Trust Depositor with respect to the offering contemplated hereby, except the obligations expressly set forth in this Agreement, and (iv) the no Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Trust, the Company and the Trust Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Arm’s-Length Transaction; Other Transactions. (a) Each of the Company Originator, the Trust Depositor, the Servicer and the Trust Depositor Issuer acknowledges and agrees that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the offering price of the Notes and any related discounts discounts, commissions and commissionsfees, is an arm’s-length commercial transaction between the TrustIssuer, on the one hand, and the Initial Purchaser, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each of the Initial Purchaser is and has been acting solely as a principal and is not an agent or fiduciary of the TrustOriginator, the Company Trust Depositor, the Servicer or the Trust Depositor Issuer or any of their respective equity holders, creditors, employees or any other party, (iii) the Initial Purchaser has not assumed and nor will not it assume an advisory or fiduciary responsibility in favor of the TrustOriginator, the Company Trust Depositor, the Servicer or the Trust Depositor Issuer, with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Initial Purchaser has advised or is currently advising any of the TrustOriginator, the Company Trust Depositor, the Servicer or the Trust Depositor Issuer on other matters) and the Initial Purchaser has no obligation to any of the TrustOriginator, the Company Trust Depositor, the Servicer or the Trust Depositor Issuer with respect to the offering contemplated hereby, except the obligations expressly set forth in this Agreement, and (iv) the Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the TrustOriginator, the Company Trust Depositor, the Servicer and the Trust Depositor Issuer has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Arm’s-Length Transaction; Other Transactions. (a) Each of the Company and the Trust Depositor The Issuer acknowledges and agrees that (i) the purchase and sale of the Secured Notes pursuant to this Agreement, including the determination of the offering price of the Secured Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the TrustIssuer, on the one hand, and the Initial Purchaser, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, the Initial Purchaser is and has been acting solely as a principal and is not an agent or fiduciary of the Trust, the Company or the Trust Depositor Issuer or any of their respective its equity holders, creditors, employees or any other party, (iii) the Initial Purchaser has not assumed and will not assume an advisory or fiduciary responsibility in favor of the Trust, the Company or the Trust Depositor Issuer with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Initial Purchaser has advised or is currently advising any of the Trust, the Company or the Trust Depositor Issuer on other matters) and the Initial Purchaser has no obligation to any of the Trust, the Company or the Trust Depositor Issuer with respect to the offering contemplated hereby, except the obligations expressly set forth in this Agreement, and (iv) the Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Trust, the Company and the Trust Depositor has Issuer have consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.