Common use of Arm’s Length Transaction Clause in Contracts

Arm’s Length Transaction. The Depositor and MBFS USA acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and MBFS USA with respect to the offering of the Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, MBFS USA or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, MBFS USA or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and MBFS USA shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or MBFS USA with respect thereto. Any review by the Underwriters of the Depositor, MBFS USA, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or MBFS USA.

Arm’s Length Transaction. The Depositor and MBFS USA DTFS acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and MBFS USA DTFS with respect to the offering of the Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, MBFS USA DTFS or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, MBFS USA DTFS or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and MBFS USA DTFS shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or MBFS USA DTFS with respect thereto. Any review by the Underwriters of the Depositor, MBFS USADTFS, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or MBFS USADTFS.