Common use of Note Owner Representations Clause in Contracts

Note Owner Representations. (a) Each Series 2015-4 Note Owner, by its acceptance of a beneficial interest in the Series 2015-4 Notes, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee that: (i) either (A) it is not a Benefit Plan and is not acting on behalf of or investing the assets of a Benefit Plan or (B) its purchase, holding or disposition of a beneficial interest in the Series 2015-4 Notes does not constitute and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if the Series 2015-4 Note Owner is subject to any Similar Law, the purchase, holding or disposition does not constitute and will not result in a violation of Similar Law); and (ii) it will treat the Series 2015-4 Notes for U.S. federal, state and local income and franchise tax purposes as indebtedness secured by the Trust Property. (b) Each Series 2015-4 Note Owner of a Class B, Class C or Class D Note (other than the Depositors or their Affiliates), by its acceptance of a beneficial interest in a Class B, Class C or Class D Note, specifically agrees with and represents to the Depositors, the Issuer, the Indenture Trustee and the Transfer Agent and Registrar, that no Note Transfer will be made unless (i) the registration requirements of the Securities Act and any applicable State securities laws have been complied with in respect of that class in accordance with Section 5.02(a), (ii) the Note Transfer is to the Depositors or their Affiliates or (iii) the Note Transfer is exempt from the registration requirements under the Securities Act because the Note Transfer is in compliance with Rule 144A under the Securities Act, to a transferee who the transferor reasonably believes is a QIB that is purchasing for its own account or for the account of a QIB and to whom notice is given that the Note Transfer is being made in reliance on Rule 144A under the Securities Act. (c) Until the Class B, Class C or Class D Notes have been registered under the Securities Act and any applicable State securities law under Section 5.2(a), each Series 2015-4 Note Owner of a Class B, Class C or Class D Note (other than the Depositors or their Affiliates), by its acceptance of a beneficial interest in the Class B, Class C or Class D Note, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee that: (i) It understands that the Series 2015-4 Notes have not been and will not be registered under the Securities Act or any State or other applicable securities or “blue sky” law. (ii) It understands that Note Transfers are only permitted if made in compliance with the Securities Act and other applicable laws and only to a person that the holder reasonably believes is a QIB or to a Depositor or its Affiliates. (iii) It (A) is a QIB, (B) 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 Series 2015-4 Notes or any interest or participation in the Series 2015-4 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 (C) is acquiring the Series 2015-4 Notes or any interest or participation in the Series 2015-4 Notes for its own account or for the account of another QIB. (iv) It is purchasing the 2015-4 Notes for its own account or 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 Series 2015-4 Notes in connection with any distribution of the Series 2015-4 Notes that would violate the Securities Act.

Note Owner Representations. (a) Each Series 2015-4 2 Note Owner, by its acceptance of a beneficial interest in the Series 2015-4 2 Notes, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee that: (i) either (A) it is not a Benefit Plan and is not acting on behalf of or investing the assets of a Benefit Plan or (B) its purchase, holding or disposition of a beneficial interest in the Series 2015-4 2 Notes does not constitute and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if the Series 2015-4 2 Note Owner is subject to any Similar Law, the purchase, holding or disposition does not constitute and will not result in a violation of Similar Law); and (ii) it will treat the Series 2015-4 2 Notes for U.S. federal, state and local income and franchise tax purposes as indebtedness secured by the Trust Property. (b) Each Series 2015-4 2 Note Owner of a Class B, Class C or Class D Note (other than the Depositors or their Affiliates), by its acceptance of a beneficial interest in a Class B, Class C or Class D Note, specifically agrees with and represents to the Depositors, the Issuer, the Indenture Trustee and the Transfer Agent and Registrar, that no Note Transfer will be made unless (i) the registration requirements of the Securities Act and any applicable State securities laws have been complied with in respect of that class in accordance with Section 5.02(a), (ii) the Note Transfer is to the Depositors or their Affiliates or (iii) the Note Transfer is exempt from the registration requirements under the Securities Act because the Note Transfer is in compliance with Rule 144A under the Securities Act, to a transferee who the transferor reasonably believes is a QIB that is purchasing for its own account or for the account of a QIB and to whom notice is given that the Note Transfer is being made in reliance on Rule 144A under the Securities Act. (c) Until the Class B, Class C or Class D Notes have been registered under the Securities Act and any applicable State securities law under Section 5.2(a), each Series 2015-4 2 Note Owner of a Class B, Class C or Class D Note (other than the Depositors or their Affiliates), by its acceptance of a beneficial interest in the Class B, Class C or Class D Note, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee that: (i) It understands that the Series 2015-4 2 Notes have not been and will not be registered under the Securities Act or any State or other applicable securities or “blue sky” law. (ii) It understands that Note Transfers are only permitted if made in compliance with the Securities Act and other applicable laws and only to a person that the holder reasonably believes is a QIB or to a Depositor or its Affiliates. (iii) It (A) is a QIB, (B) 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 Series 2015-4 2 Notes or any interest or participation in the Series 2015-4 2 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 (C) is acquiring the Series 2015-4 2 Notes or any interest or participation in the Series 2015-4 2 Notes for its own account or for the account of another QIB. (iv) It is purchasing the 2015-4 2 Notes for its own account or 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 Series 2015-4 2 Notes in connection with any distribution of the Series 2015-4 2 Notes that would violate the Securities Act.

Note Owner Representations. (a) Each Series 2015-4 1 Note Owner, by its acceptance of a beneficial interest in the Series 2015-4 1 Notes, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee that: (i) either (A) it is not a Benefit Plan and is not acting on behalf of or investing the assets of a Benefit Plan or (B) its purchase, holding or disposition of a beneficial interest in the Series 2015-4 1 Notes does not constitute and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if the Series 2015-4 1 Note Owner is subject to any Similar Law, the purchase, holding or disposition does not constitute and will not result in a violation of Similar Law); and (ii) it will treat the Series 2015-4 1 Notes for U.S. federal, state and local income and franchise tax purposes as indebtedness secured by the Trust Property. (b) Each Series 2015-4 1 Note Owner of a Class B, Class C or Class D Note (other than the Depositors or their Affiliates), by its acceptance of a beneficial interest in a Class B, Class C or Class D Note, specifically agrees with and represents to the Depositors, the Issuer, the Indenture Trustee and the Transfer Agent and Registrar, that no Note Transfer will be made unless (i) the registration requirements of the Securities Act and any applicable State securities laws have been complied with in respect of that class in accordance with Section 5.02(a), (ii) the Note Transfer is to the Depositors or their Affiliates or (iii) the Note Transfer is exempt from the registration requirements under the Securities Act because the Note Transfer is in compliance with Rule 144A under the Securities Act, to a transferee who the transferor reasonably believes is a QIB that is purchasing for its own account or for the account of a QIB and to whom notice is given that the Note Transfer is being made in reliance on Rule 144A under the Securities Act. (c) Until the Class B, Class C or Class D Notes have been registered under the Securities Act and any applicable State securities law under Section 5.2(a), each Series 2015-4 1 Note Owner of a Class B, Class C or Class D Note (other than the Depositors or their Affiliates), by its acceptance of a beneficial interest in the Class B, Class C or Class D Note, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee that: (i) It understands that the Series 2015-4 1 Notes have not been and will not be registered under the Securities Act or any State or other applicable securities or “blue sky” law. (ii) It understands that Note Transfers are only permitted if made in compliance with the Securities Act and other applicable laws and only to a person that the holder reasonably believes is a QIB or to a Depositor or its Affiliates. (iii) It (A) is a QIB, (B) 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 Series 2015-4 1 Notes or any interest or participation in the Series 2015-4 1 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 (C) is acquiring the Series 2015-4 1 Notes or any interest or participation in the Series 2015-4 1 Notes for its own account or for the account of another QIB. (iv) It is purchasing the 2015-4 1 Notes for its own account or 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 Series 2015-4 1 Notes in connection with any distribution of the Series 2015-4 1 Notes that would violate the Securities Act.

Note Owner Representations. (a) Each Series 20152014-4 2 Note Owner, by its acceptance of a beneficial interest in the Series 20152014-4 2 Notes, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee that: (i) either (A) it is not a Benefit Plan and is not acting on behalf of or investing the assets of a Benefit Plan or (B) its purchase, holding or disposition of a such beneficial interest in the Series 2015-4 Notes therein does not constitute and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if the Series 20152014-4 2 Note Owner is subject to any Similar Law, the such purchase, holding or disposition does not constitute and will not result in a violation of such Similar Law); and (ii) it will treat the Series 20152014-4 2 Notes for U.S. federal, state and local income and franchise tax purposes as indebtedness secured by the Trust Property. (b) Each Series 20152014-4 2 Note Owner of a Class B, Class C or Class D Note (other than the Depositors or their Affiliates), by its acceptance of a beneficial interest in a Class B, such Class C or Class D Note, specifically agrees with and represents to the Depositors, the Issuer, the Indenture Trustee and the Transfer Agent and Registrar, that no Note Transfer will be made unless (i) the registration requirements of the Securities Act and any applicable State securities laws have been complied with in respect of that such class in accordance with Section 5.02(a), (ii) the such Note Transfer is to the Depositors or their Affiliates Affiliates, or (iii) the such Note Transfer is exempt from the registration requirements under the Securities Act because the such Note Transfer is in compliance with Rule 144A under the Securities Act, to a transferee who the transferor reasonably believes is a QIB that is purchasing for its own account or for the account of a QIB and to whom notice is given that the such Note Transfer is being made in reliance on upon Rule 144A under the Securities Act. (c) Until the such time as any such Class B, Class C or Class D of Notes have has been registered under the Securities Act and any applicable State securities law under pursuant to Section 5.2(a), each Series 20152014-4 2 Note Owner of a Class B, Class C or Class D Note (other than the Depositors or their Affiliates), by its acceptance of a beneficial interest in the Class B, such Class C or Class D Note, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee that: (i) It understands that the such Series 20152014-4 2 Notes have not been and will not be registered under the Securities Act or any State or other applicable securities or “blue sky” law. (ii) It understands that Note Transfers are only permitted if made in compliance with the Securities Act and other applicable laws and only to a person that the holder reasonably believes is a QIB or to a Depositor or its Affiliates. (iii) It (A) is a QIB, (B) 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 such Series 20152014-4 2 Notes or any interest or participation in the such Series 20152014-4 2 Notes for the account of another QIB, the such other QIB is aware that the sale is being made in reliance on Rule 144A under the Securities Act and (C) is acquiring the such Series 20152014-4 2 Notes or any interest or participation in the such Series 20152014-4 2 Notes for its own account or for the account of another QIB. (iv) It is purchasing the 2015such 2014-4 2 Notes for its own account or 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 such Series 20152014-4 2 Notes in connection with any distribution of the such Series 20152014-4 2 Notes that would violate the Securities Act.

Note Owner Representations. (a) Each Series 20152014-4 Note Owner, by its acceptance of a beneficial interest in the Series 20152014-4 Notes, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee that: (i) either (A) it is not a Benefit Plan and is not acting on behalf of or investing the assets of a Benefit Plan or (B) its purchase, holding or disposition of a beneficial interest in the Series 20152014-4 Notes does not constitute and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if the Series 20152014-4 Note Owner is subject to any Similar Law, the purchase, holding or disposition does not constitute and will not result in a violation of Similar Law); and (ii) it will treat the Series 20152014-4 Notes for U.S. federal, state and local income and franchise tax purposes as indebtedness secured by the Trust Property. (b) Each Series 20152014-4 Note Owner of a Class B, Class C or Class D Note (other than the Depositors or their Affiliates), by its acceptance of a beneficial interest in a Class B, Class C or Class D Note, specifically agrees with and represents to the Depositors, the Issuer, the Indenture Trustee and the Transfer Agent and Registrar, that no Note Transfer will be made unless (i) the registration requirements of the Securities Act and any applicable State securities laws have been complied with in respect of that class in accordance with Section 5.02(a), (ii) the Note Transfer is to the Depositors or their Affiliates or (iii) the Note Transfer is exempt from the registration requirements under the Securities Act because the Note Transfer is in compliance with Rule 144A under the Securities Act, to a transferee who the transferor reasonably believes is a QIB that is purchasing for its own account or for the account of a QIB and to whom notice is given that the Note Transfer is being made in reliance on Rule 144A under the Securities Act. (c) Until the Class B, Class C or Class D Notes have been registered under the Securities Act and any applicable State securities law under Section 5.2(a), each Series 20152014-4 Note Owner of a Class B, Class C or Class D Note (other than the Depositors or their Affiliates), by its acceptance of a beneficial interest in the Class B, Class C or Class D Note, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee that: (i) It understands that the Series 20152014-4 Notes have not been and will not be registered under the Securities Act or any State or other applicable securities or “blue sky” law. (ii) It understands that Note Transfers are only permitted if made in compliance with the Securities Act and other applicable laws and only to a person that the holder reasonably believes is a QIB or to a Depositor or its Affiliates. (iii) It (A) is a QIB, (B) 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 Series 20152014-4 Notes or any interest or participation in the Series 20152014-4 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 (C) is acquiring the Series 20152014-4 Notes or any interest or participation in the Series 20152014-4 Notes for its own account or for the account of another QIB. (iv) It is purchasing the 20152014-4 Notes for its own account or 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 Series 20152014-4 Notes in connection with any distribution of the Series 20152014-4 Notes that would violate the Securities Act.

Note Owner Representations. (a) Each Series 20152014-4 1 Note Owner, by its acceptance of a beneficial interest in the Series 20152014-4 1 Notes, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee that: (i) either (A) it is not a Benefit Plan and is not acting on behalf of or investing the assets of a Benefit Plan or (B) its purchase, holding or disposition of a such beneficial interest in the Series 2015-4 Notes therein does not constitute and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if the Series 20152014-4 1 Note Owner is subject to any Similar Law, the such purchase, holding or disposition does not constitute and will not result in a violation of such Similar Law); and (ii) it will treat the Series 20152014-4 1 Notes for U.S. federal, state and local income and franchise tax purposes as indebtedness secured by the Trust Property. (b) Each Series 20152014-4 1 Note Owner of a Class B, Class C or Class D Note (other than the Depositors or their Affiliates), by its acceptance of a beneficial interest in a Class B, such Class C or Class D Note, specifically agrees with and represents to the Depositors, the Issuer, the Indenture Trustee and the Transfer Agent and Registrar, that no Note Transfer will be made unless (i) the registration requirements of the Securities Act and any applicable State securities laws have been complied with in respect of that such class in accordance with Section 5.02(a), (ii) the such Note Transfer is to the Depositors or their Affiliates Affiliates, or (iii) the such Note Transfer is exempt from the registration requirements under the Securities Act because the such Note Transfer is in compliance with Rule 144A under the Securities Act, to a transferee who the transferor reasonably believes believes is a QIB that is purchasing for its own account or for the account of a QIB and to whom notice is given that the such Note Transfer is being made in reliance on upon Rule 144A under the Securities Act. (c) Until the such time as any such Class B, Class C or Class D of Notes have has been registered under the Securities Act and any applicable State securities law under pursuant to Section 5.2(a), each Series 20152014-4 1 Note Owner of a Class B, Class C or Class D Note (other than the Depositors or their Affiliates), by its acceptance of a beneficial interest in the Class B, such Class C or Class D Note, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee that: (i) It understands that the such Series 20152014-4 1 Notes have not been and will not be registered under the Securities Act or any State or other applicable securities or “blue sky” law. (ii) It understands that Note Transfers are only permitted if made in compliance with the Securities Act and other applicable laws and only to a person that the holder reasonably believes is a QIB or to a Depositor or its Affiliates. (iii) It (A) is a QIB, (B) 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 such Series 20152014-4 1 Notes or any interest or participation in the such Series 20152014-4 1 Notes for the account of another QIB, the such other QIB is aware that the sale is being made in reliance on Rule 144A under the Securities Act and (C) is acquiring the such Series 20152014-4 1 Notes or any interest or participation in the such Series 20152014-4 1 Notes for its own account or for the account of another QIB. (iv) It is purchasing the 2015such 2014-4 1 Notes for its own account or 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 such Series 20152014-4 1 Notes in connection with any distribution of the such Series 20152014-4 1 Notes that would violate the Securities Act.

Note Owner Representations. (a) Each Series 2015-4 5 Note Owner, by its acceptance of a beneficial interest in the Series 2015-4 5 Notes, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee that: (i) either (A) it is not a Benefit Plan and is not acting on behalf of or investing the assets of a Benefit Plan or (B) its purchase, holding or disposition of a beneficial interest in the Series 2015-4 5 Notes does not constitute and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if the Series 2015-4 5 Note Owner is subject to any Similar Law, the purchase, holding or disposition does not constitute and will not result in a violation of Similar Law); and (ii) it will treat the Series 2015-4 5 Notes for U.S. federal, state and local income and franchise tax purposes as indebtedness secured by the Trust Property. (b) Each Series 2015-4 5 Note Owner of a Class B, Class C or Class D Note (other than the Depositors or their Affiliates), by its acceptance of a beneficial interest in a Class B, Class C or Class D Note, specifically agrees with and represents to the Depositors, the Issuer, the Indenture Trustee and the Transfer Agent and Registrar, that no Note Transfer will be made unless (i) the registration requirements of the Securities Act and any applicable State securities laws have been complied with in respect of that class in accordance with Section 5.02(a), (ii) the Note Transfer is to the Depositors or their Affiliates or (iii) the Note Transfer is exempt from the registration requirements under the Securities Act because the Note Transfer is in compliance with Rule 144A under the Securities Act, to a transferee who the transferor reasonably believes is a QIB that is purchasing for its own account or for the account of a QIB and to whom notice is given that the Note Transfer is being made in reliance on Rule 144A under the Securities Act. (c) Until the Class B, Class C or Class D Notes have been registered under the Securities Act and any applicable State securities law under Section 5.2(a), each Series 2015-4 5 Note Owner of a Class B, Class C or Class D Note (other than the Depositors or their Affiliates), by its acceptance of a beneficial interest in the Class B, Class C or Class D Note, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee that: (i) It understands that the Series 2015-4 5 Notes have not been and will not be registered under the Securities Act or any State or other applicable securities or “blue sky” law. (ii) It understands that Note Transfers are only permitted if made in compliance with the Securities Act and other applicable laws and only to a person that the holder reasonably believes is a QIB or to a Depositor or its Affiliates. (iii) It (A) is a QIB, (B) 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 Series 2015-4 5 Notes or any interest or participation in the Series 2015-4 5 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 (C) is acquiring the Series 2015-4 5 Notes or any interest or participation in the Series 2015-4 5 Notes for its own account or for the account of another QIB. (iv) It is purchasing the 2015-4 5 Notes for its own account or 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 Series 2015-4 5 Notes in connection with any distribution of the Series 2015-4 5 Notes that would violate the Securities Act.

Note Owner Representations. (a) Each Series 20152013-4 5 Note Owner, by its acceptance of a beneficial interest in the Series 20152013-4 5 Notes, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee that: (i) either (A) it is not a Benefit Plan and is not acting on behalf of or investing the assets of a Benefit Plan or (B) its purchase, holding or disposition of a such beneficial interest in the Series 2015-4 Notes therein does not constitute and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if the Series 20152013-4 5 Note Owner is subject to any Similar Law, the such purchase, holding or disposition does not constitute and will not result in a violation of such Similar Law); and (ii) it will treat the Series 20152013-4 5 Notes for U.S. federal, state and local income and franchise tax purposes as indebtedness secured by the Trust Property. (b) Each Series 20152013-4 5 Note Owner of a Class B, Class C or Class D Note (other than the Depositors or their Affiliates), by its acceptance of a beneficial interest in a Class B, such Class C or Class D Note, specifically agrees with and represents to the Depositors, the Issuer, the Indenture Trustee and the Transfer Agent and Registrar, that no Note Transfer will be made unless (i) the registration requirements of the Securities Act and any applicable State securities laws have been complied with in respect of that such class in accordance with Section 5.02(a), (ii) the such Note Transfer is to the Depositors or their Affiliates Affiliates, or (iii) the such Note Transfer is exempt from the registration requirements under the Securities Act because the such Note Transfer is in compliance with Rule 144A under the Securities Act, to a transferee who the transferor reasonably believes believes is a QIB that is purchasing for its own account or for the account of a QIB and to whom notice is given that the such Note Transfer is being made in reliance on upon Rule 144A under the Securities Act. (c) Until the such time as any such Class B, Class C or Class D of Notes have has been registered under the Securities Act and any applicable State securities law under pursuant to Section 5.2(a), each Series 20152013-4 5 Note Owner of a Class B, Class C or Class D Note (other than the Depositors or their Affiliates), by its acceptance of a beneficial interest in the Class B, such Class C or Class D Note, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee that: (i) It understands that the such Series 20152013-4 5 Notes have not been and will not be registered under the Securities Act or any State or other applicable securities or “blue sky” law. (ii) It understands that Note Transfers are only permitted if made in compliance with the Securities Act and other applicable laws and only to a person that the holder reasonably believes is a QIB or to a Depositor or its Affiliates. (iii) It (A) is a QIB, (B) 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 such Series 20152013-4 5 Notes or any interest or participation in the such Series 20152013-4 5 Notes for the account of another QIB, the such other QIB is aware that the sale is being made in reliance on Rule 144A under the Securities Act and (C) is acquiring the such Series 20152013-4 5 Notes or any interest or participation in the such Series 20152013-4 5 Notes for its own account or for the account of another QIB. (iv) It is purchasing the 2015such 2013-4 5 Notes for its own account or 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 such Series 20152013-4 5 Notes in connection with any distribution of the such Series 20152013-4 5 Notes that would violate the Securities Act.

Note Owner Representations. (a) Each Series 20152010-4 5 Note Owner, by its acceptance of a beneficial interest in the Series 20152010-4 5 Notes, is deemed to represent, warrant and covenant to the Issuer, the Depositors Transferors and the Indenture Trustee that: (i) either (A) it is not a Benefit Plan and is not acting on behalf of or investing the assets of a Benefit Plan or (B) its purchase, purchase and holding or disposition of a such beneficial interest in the Series 2015-4 Notes therein does not constitute and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if the Series 20152010-4 5 Note Owner is subject to any Similar Law, the purchase, such purchase and holding or disposition does not constitute and will not result in a violation of such Similar Law); and (ii) it will treat the Series 20152010-4 5 Notes for U.S. federal, state and local income and franchise tax purposes as indebtedness secured by the Trust PropertyAssets. (b) Each Series 2015-4 Note Owner of a Class B, Class C or and Class D Note Owner (other than the Depositors Transferors or their Affiliates), by its acceptance of a beneficial interest in a such Class B, Class C or Class D Note, specifically agrees with and represents to the DepositorsTransferors, the Issuer, the Indenture Trustee and the Transfer Agent and Registrar, that no Note Transfer will be made unless (i) the registration requirements of the Securities Act and any applicable State securities laws have been complied with in respect of that such class in accordance with Section 5.02(a), (ii) the such Note Transfer is to the Depositors Transferors or their Affiliates Affiliates, or (iii) the such Note Transfer is exempt from the registration requirements under the Securities Act because the such Note Transfer is in compliance with Rule 144A under the Securities Act, to a transferee who the transferor reasonably believes is a QIB that is purchasing for its own account or for the account of a QIB and to whom notice is given that the such Note Transfer is being made in reliance on upon Rule 144A under the Securities Act. (c) Until the such time as any such Class B, Class C or Class D of Notes have has been registered under the Securities Act and any applicable State securities law under pursuant to Section 5.2(a5.02(a), each Series 2015-4 Note Owner of a Class B, Class C or and Class D Note Owner (other than the Depositors Transferors or their Affiliates), by its acceptance of a beneficial interest in the such Class B, Class C or Class D Note, is deemed to represent, warrant and covenant to the Issuer, the Depositors Transferors and the Indenture Trustee that: (i) It understands that the such Series 20152010-4 5 Notes have not been and will not be registered under the Securities Act or any State or other applicable securities or “"blue sky” " law. (ii) It understands that Note Transfers are only permitted if made in compliance with the Securities Act and other applicable laws and only to a person that the holder reasonably believes is a QIB or to a Depositor Transferor or its Affiliates. (iii) It (A) is a QIB, (B) 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 such Series 20152010-4 5 Notes or any interest or participation in the such Series 20152010-4 5 Notes for the account of another QIB, the such other QIB is aware that the sale is being made in reliance on Rule 144A under the Securities Act and (C) is acquiring the such Series 20152010-4 5 Notes or any interest or participation in the such Series 20152010-4 5 Notes for its own account or for the account of another QIB. (iv) It is purchasing the 2015such 2010-4 5 Notes for its own account or 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 such Series 20152010-4 5 Notes in connection with any distribution of the such Series 20152010-4 5 Notes that would violate the Securities Act.