Common use of Note Legend and Transferee Representation Clause in Contracts

Note Legend and Transferee Representation. Each Note will bear the applicable legend in Exhibit A. As a condition to the registration of a Note Transfer, the prospective transferee of the Note will be deemed to represent to the Indenture Trustee, the Note Registrar and the Trust the following: (1) It agrees not to (a) offer the Notes or any interest or participation in the Notes or (b) sell, transfer, assign, participate, pledge or otherwise dispose of any Note or any interest or participation in the Notes, or a “Note Transfer”, except in compliance with: • the Indenture, • the Securities Act, and • the restrictions and conditions in the legend on the Notes in “Note Legend.” (2) It understands that the Notes have not been and will not be registered under the Securities Act or the securities or blue sky laws of any state. (3) It understands that offers of the Notes or any interest or participation in the Notes or Note Transfers are only permitted if made in compliance with the Securities Act and other applicable laws and only (a) to a person that the holder reasonably believes is a QIB or (b) to a non-U.S. person outside the United States under Regulation S. (4) It acknowledges that neither the Trust nor any person representing the Trust has made any representation to it with respect to the Trust or the offering or sale of any Notes, other than the information contained in the offering memorandum that has been delivered to it and on which it is relying in making its investment decision with respect to the Notes. It has had access to financial and other information concerning the Trust, the Depositor and the Notes as it has deemed necessary in connection with its decision to purchase the Notes, including an opportunity to ask questions of and request information from the Depositor.

Note Legend and Transferee Representation. Each Note will bear the applicable legend in Exhibit A. As a condition to the registration of a Note Transfer, the prospective transferee of the Note will be deemed to represent to the Indenture Trustee, the Note Registrar and the Trust the following: (1) It agrees not to (a) offer the Notes or any interest or participation in the Notes or (b) sell, transfer, assign, participate, pledge or otherwise dispose of any Note or any interest or participation in the Notes, or a “Note Transfer”, except in compliance with: • the Indenture, • the Securities Act, and • the restrictions and conditions in the legend on the Notes in “Note Legend.” (2) It understands that the Notes have not been and will not be registered under the Securities Act or the securities or blue sky laws of any state. (3) It understands that offers of the Notes or any interest or participation in the Notes or Note Transfers are only permitted if made in compliance with the Securities Act and other applicable laws and only (a) to a person that the holder reasonably believes is a QIB or (b) to a non-U.S. person outside the United States under Regulation S.reasonably (4) It acknowledges that neither the Trust nor any person representing the Trust has made any representation to it with respect to the Trust or the offering or sale of any Notes, other than the information contained in the offering memorandum that has been delivered to it and on which it is relying in making its investment decision with respect to the Notes. It has had access to financial and other information concerning the Trust, the Depositor and the Notes as it has deemed necessary in connection with its decision to purchase the Notes, including an opportunity to ask questions of and request information from the Depositor. (5) It represents that it either (A)(i) is a QIB, (ii) is aware that the sale to it is being made in reliance on Rule 144A under the Securities Act and if it is acquiring the Notes or any interest or participation in the Notes for the account of another QIB, the other QIB is aware that the sale is being made in reliance on Rule 144A under the Securities Act and (iii) is acquiring the Notes or any interest or participation in the Notes for its own account or for the account of another QIB, or (B) (i) is not a “U.S. person” (as defined in Regulation S), (ii) is acquiring the notes in an offshore transaction (as defined in Regulation S) and (iii) is aware that the sale to it is being made in reliance on the exemption from registration provided by Regulation S. (6) It represents that it is purchasing the Notes for its own account, for one or more investor accounts for which it is acting as fiduciary or agent, in each case, for investment, and not with a view to offer, transfer, assign, participate, pledge or otherwise dispose of the Notes in connection with any distribution of the Notes that would violate the Securities Act. (7) It represents that if it is subject to Title I of ERISA, Section 4975 of the Code or any Similar Laws, its acquisition, holding and disposition of the Notes or any interest or participation in the Notes (or any interest or participation in the Note) does not and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Laws, its acquisition, holding and disposition of the Notes or any interest or participation in the Notes does not and will not result in a violation of any Similar Laws). (8) It understands that any purported Note Transfer in contravention of any of the restrictions and conditions described above will be void and the purported transferee will not be recognized by the Trust or any other person as a Noteholder for any purpose. (9) It agrees to treat the Notes as indebtedness for applicable federal, state and local income and franchise tax law purposes and for purposes of any other tax imposed on, or measured by, income and the Trust as a mere security device formed to hold the Receivables and issue Notes and Certificates.