Common use of Offering by Initial Purchasers Clause in Contracts

Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Purchased Notes have not been and will not be registered under the Securities Act and may not be offered or sold except pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act. Each Initial Purchaser, severally and not jointly, represents and warrants to the Issuer, the Depositor, Conn Appliances and Conn’s, Inc., that it will make offers of the Purchased Notes solely (i) to persons that it reasonably believes to be “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act, and (ii) solely with respect to the Class A Notes, outside the United States to “non-U.S. persons”, as defined in Regulation S, and pursuant to the requirements of Regulation S. The Initial Purchasers acknowledge that the Purchased Notes shall contain the applicable legends set forth in the Indenture. (b) Subject to the satisfaction of the conditions in Section 7, the Initial Purchasers shall purchase the Purchased Notes for resale upon the terms and conditions set forth in the Offering Memorandum. (c) Each Initial Purchaser represents and agrees, severally and not jointly, that: (i) it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Purchased Notes to any EU retail investor in the European Economic Area. For these purposes: (a) the expression “EU retail investor” means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “IDD”) where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of XxXXX XX; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 (as amended); and (b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Purchased Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Purchased Notes; and (ii) (a) it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Purchased Notes to any UK retail investor in the United Kingdom (the “UK”); (b) it has complied and will comply with all applicable provisions of the UK Financial Services and Markets Act 2000 (as amended, the “FSMA”) with respect to anything done by it in relation to any Purchased Notes in, from or otherwise involving the UK; and (c) it has only communicated or caused to be communicated and it will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Purchased Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer or the Depositor. For the purposes of subparagraph (a): (A) the expression “UK retail investor” means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) 2017/565 as it forms part of the domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”) and as amended; (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA (such rules and regulations, as amended) to implement the IDD, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of the domestic law of the UK by virtue of the EUWA, and as amended; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of the domestic law of the UK by virtue of the EUWA (and as amended); and (B) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Purchased Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Purchased Notes. (d) Prior to the Closing Date, the Initial Purchasers shall notify the Issuer, the Depositor and Conn Appliances of the Time of Sale to which the related Time of Sale Information relates. (e) Each Initial Purchaser, severally and not jointly, represents and agrees that: (i) it did not enter into any Contract of Sale for any Purchased Notes prior to the Time of Sale; (ii) it will, at any time that such Initial Purchaser is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Purchased Notes, deliver to each investor to whom Purchased Notes are sold by it during the period prior to the delivery of the Offering Memorandum, prior to the applicable time of any such Contract of Sale with respect to such investor, the Preliminary Offering Memorandum; (iii) prior to the later of (x) the Closing Date and (y) the completion of the distribution of the Purchased Notes, it has not and shall not distribute any offering material in connection with the offering of the Purchased Notes other than the Time of Sale Information, the Offering Memorandum and any information required to be provided under Rule 144A(d)(4) under the Securities Act; (iv) it has not engaged any third-party to provide “due diligence services” (as defined in Rule 17g-10 under the Exchange Act) with respect to the transactions contemplated by this Agreement, it being understood Xxxxx & Young LLP has been engaged by the Depositor for the purpose of providing the Report; and (v) it has not delivered, and will not deliver, any Rating Information to a Hired NRSRO or other nationally recognized statistical rating organization and it has not participated, and will not participate, in any oral communication regarding Rating Information with any Hired NRSRO or other nationally recognized statistical rating organization without giving prior notice to Conn Appliances of such communication; provided, however, that if it receives an oral communication from a Hired NRSRO, it is authorized to inform such Hired NRSRO that it will respond to the oral communication with a designated representative from Conn Appliances. For purposes of this Section 4(e)(v), “Rating Information” means any information provided to a Hired NRSRO for the purpose of (A) determining the initial credit rating for the Purchased Notes, including information about the characteristics of the Receivables, related property and the legal structure of the Purchased Notes, and (B) undertaking credit rating surveillance on the Purchased Notes, including information about the characteristics and performance of the Receivables and related property.

Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Purchased Notes have not been and will not be registered under the Securities Act and may not be offered or sold except pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act. Each Initial Purchaser, severally and not jointly, represents and warrants to the Issuer, the Depositor, Conn Appliances and Conn’s, Inc., that it will make offers of the Purchased Notes solely (i) to persons that it reasonably believes to be “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act, and (ii) solely with respect to the Class A Notes, outside the United States to “non-U.S. persons”, as defined in Regulation S, and pursuant to the requirements of Regulation S. The Initial Purchasers acknowledge that the Purchased Notes shall contain the applicable legends set forth in the Indenture. (b) Subject to the satisfaction of the conditions in Section 7, the Initial Purchasers shall purchase the Purchased Notes for resale upon the terms and conditions set forth in the Offering Memorandum. (c) Each Initial Purchaser represents and agrees, severally and not jointly, agrees that: (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity, within the meaning of Section 21 of the Financial Services and Markets Xxx 0000, as amended (the “FSMA”), received by it in connection with the issue or sale of any Purchased Notes in circumstances in which Section 21(1) of the FSMA does not offeredapply to the Issuer; (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Purchased Notes in, sold from or otherwise involving the United Kingdom; and (iii) in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made available and will not offer, sell or otherwise make available an offer of any Purchased Notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Purchased Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Member State at the Relevant Implementation Date, make an offer of Purchased Notes to the public in that Relevant Member State at any EU retail investor time; (1) to any legal entity which is a “qualified investor” as defined in the European Economic Area. For these purposes: Prospectus Directive; (a2) to fewer than 150 natural or legal persons (other than “qualified investors” as defined in the expression “EU retail investor” means a person who is one Prospectus Directive); or (or more3) in any other circumstances falling within Article 3(2) of the following: Prospectus Directive, provided that no such offer of Purchased Notes referred to in (i1), (2) a retail client as defined in point or (113) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within above shall require the meaning of Directive (EU) 2016/97 (as amendedIssuer, the “IDD”) where that customer would not qualify as Seller, the Depositor or an Initial Purchaser to publish a professional client as defined in point (10) prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 4(1) 16 of XxXXX XX; or (iii) not a qualified investor as defined in Article 2 the Prospectus Directive. For purposes of Regulation (EU) 2017/1129 (as amendedthis Section 4(c); and (b) , the expression an “offeroffer of Purchased Notes to the public” includes in relation to any Purchased Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Purchased Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Purchased Notes; and (ii) (a) it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available as the same may be varied in that Relevant Member State by any Purchased Notes to any UK retail investor measure implementing the Prospectus Directive in the United Kingdom (the that Relevant Member State. The expression “UK”); (b) it has complied and will comply with all applicable provisions of the UK Financial Services and Markets Act 2000 Prospectus Directive” means Directive 2003/71/EC (as amended, the “FSMA”) with respect to anything done including by it in relation to any Purchased Notes in, from or otherwise involving the UK; and (c) it has only communicated or caused to be communicated and it will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Purchased Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer or the Depositor. For the purposes of subparagraph (a): (A) the expression “UK retail investor” means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (Directive 2010/73/EU) 2017/565 as it forms part of and includes any relevant implementing measure in the domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”) and as amended; (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA (such rules and regulations, as amended) to implement the IDD, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of the domestic law of the UK by virtue of the EUWA, and as amended; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of the domestic law of the UK by virtue of the EUWA (and as amended); and (B) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Purchased Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Purchased NotesRelevant Member State. (d) Prior to the Closing Date, the Initial Purchasers shall notify the Issuer, the Depositor and Conn Appliances of the Time of Sale to which the related Time of Sale Information relates. (e) Each Initial Purchaser, severally and not jointly, represents and agrees that: (i) it did not enter into any Contract of Sale for any Purchased Notes prior to the Time of Sale; (ii) it will, at any time that such Initial Purchaser is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Purchased Notes, deliver to each investor to whom Purchased Notes are sold by it during the period prior to the delivery of the Offering Memorandum, prior to the applicable time of any such Contract of Sale with respect to such investor, the Preliminary Offering Memorandum; (iii) prior to the later of (x) the Closing Date and (y) the completion of the distribution of the Purchased Notes, it has not and shall not distribute any offering material in connection with the offering of the Purchased Notes other than the Time of Sale Information, the Offering Memorandum and any information required to be provided under Rule 144A(d)(4) under the Securities Act; (iv) it has not engaged any third-party to provide “due diligence services” (as defined in Rule 17g-10 under the Exchange Act) with respect to the transactions contemplated by this Agreement, it being understood Xxxxx Ernst & Young LLP has been engaged by the Depositor for the purpose of providing the Report; and (v) it has not delivered, and will not deliver, any Rating Information to a Hired NRSRO or other nationally recognized statistical rating organization and it has not participated, and will not participate, in any oral communication regarding Rating Information with any Hired NRSRO or other nationally recognized statistical rating organization without giving prior notice to Conn Appliances of such communication; provided, however, that if it receives an oral communication from a Hired NRSRO, it is authorized to inform such Hired NRSRO that it will respond to the oral communication with a designated representative from Conn Appliances. For purposes of this Section 4(e)(v), “Rating Information” means any information provided to a Hired NRSRO for the purpose of (A) determining the initial credit rating for the Purchased Notes, including information about the characteristics of the Receivables, related property and the legal structure of the Purchased Notes, and (B) undertaking credit rating surveillance on the Purchased Notes, including information about the characteristics and performance of the Receivables and related property.

Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Purchased Notes have not been and will not be registered under the Securities Act and may not be offered or sold except pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act. Each Initial Purchaser, severally and not jointly, represents and warrants to the Issuer, the Depositor, Conn Appliances and Conn’s, Inc., that it will make offers of the Purchased Notes solely (i) to persons that it reasonably believes to be “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act, and (ii) solely with respect to the Class A Notes, outside the United States to “non-U.S. persons”, as defined in Regulation S, and pursuant to the requirements of Regulation S. The Initial Purchasers acknowledge that the Purchased Notes shall contain the applicable legends set forth in the Indenture. (b) Subject to the satisfaction of the conditions in Section 7, the Initial Purchasers shall purchase the Purchased Notes for resale upon the terms and conditions set forth in the Offering Memorandum. (c) Each Initial Purchaser represents and agrees, severally and not jointly, agrees that: (i) it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Purchased Notes to any EU retail investor in the European Economic Area. For these purposes: , (a) the expression “EU retail investor” means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID MIFID II”); , (ii) a customer within the meaning of the Directive (EU) 2016/97 (2016/97, as amended, the “IDD”) where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of XxXXX XX; MIFID II or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 (as amended); , the “EU Prospectus Regulation”) and (b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Purchased Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Purchased Notes; and (ii) (a) it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Purchased Notes to any UK retail investor in the United Kingdom (the “UK”); (b) it has complied and will comply with all applicable provisions of the UK Financial Services and Markets Act 2000 Axx 0000 (as amended, the “FSMA”) with respect to anything done by it in relation to any the Purchased Notes in, from or otherwise involving the UK; UK and (c) it has only communicated or caused to be communicated and it will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Purchased Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer or the Depositor. For the purposes of subparagraph (a): ), (A) the expression “UK retail investor” means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) 2017/565 as it forms part of the domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”) ), and as amended; (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (such rules and regulations, EU) 2016/97 (as amended) to implement the IDD), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of the domestic law of the UK by virtue of the EUWA, and as amended; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of the domestic law of the UK by virtue of the EUWA (and as amended); Prospectus Regulation and (B) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Purchased Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Purchased Notes.. Conn’s 2021-A: Note Purchase Agreement (d) Prior to the Closing Date, the Initial Purchasers shall notify the Issuer, the Depositor and Conn Appliances of the Time of Sale to which the related Time of Sale Information relates. (e) Each Initial Purchaser, severally and not jointly, represents and agrees that: (i) it did not enter into any Contract of Sale for any Purchased Notes prior to the Time of Sale; (ii) it will, at any time that such Initial Purchaser is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Purchased Notes, deliver to each investor to whom Purchased Notes are sold by it during the period prior to the delivery of the Offering Memorandum, prior to the applicable time of any such Contract of Sale with respect to such investor, the Preliminary Offering Memorandum; (iii) prior to the later of (x) the Closing Date and (y) the completion of the distribution of the Purchased Notes, it has not and shall not distribute any offering material in connection with the offering of the Purchased Notes other than the Time of Sale Information, the Offering Memorandum and any information required to be provided under Rule 144A(d)(4) under the Securities Act; (iv) it has not engaged any third-party to provide “due diligence services” (as defined in Rule 17g-10 under the Exchange Act) with respect to the transactions contemplated by this Agreement, it being understood Xxxxx Ernst & Young LLP has been engaged by the Depositor for the purpose of providing the Report; andand Conn’s 2021-A: Note Purchase Agreement (v) it has not delivered, and will not deliver, any Rating Information to a Hired NRSRO or other nationally recognized statistical rating organization and it has not participated, and will not participate, in any oral communication regarding Rating Information with any Hired NRSRO or other nationally recognized statistical rating organization without giving prior notice to Conn Appliances of such communication; provided, however, that if it receives an oral communication from a Hired NRSRO, it is authorized to inform such Hired NRSRO that it will respond to the oral communication with a designated representative from Conn Appliances. For purposes of this Section 4(e)(v), “Rating Information” means any information provided to a Hired NRSRO for the purpose of (A) determining the initial credit rating for the Purchased Notes, including information about the characteristics of the Receivables, related property and the legal structure of the Purchased Notes, and (B) undertaking credit rating surveillance on the Purchased Notes, including information about the characteristics and performance of the Receivables and related property.

Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Purchased Notes have not been and will not be registered under the Securities Act and may not be offered or sold except pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act. Each Initial Purchaser, severally and not jointly, represents and warrants to the Issuer, the Depositor, Conn Appliances and Conn’s, Inc., that it will make offers of the Purchased Notes solely (i) to persons that it reasonably believes to be “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act, and (ii) solely with respect to the Class A Notes, outside the United States to “non-U.S. persons”, as defined in Regulation S, and pursuant to the requirements of Regulation S. The Initial Purchasers acknowledge that the Purchased Notes shall contain the applicable legends set forth in the Indenture. (b) Subject to the satisfaction of the conditions in Section 7, the Initial Purchasers shall purchase the Purchased Notes for resale upon the terms and conditions set forth in the Offering Memorandum. (c) Each Initial Purchaser represents and agrees, severally and not jointly, agrees that: (i) it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Purchased Notes to any EU retail investor in the European Economic Area. For these purposes: , (a) the expression “EU retail investor” means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID MIFID II”); , (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “IDD”) where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of XxXXX XX; MIFID II or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 (as amended); ) and (b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Purchased Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Purchased Notes; and (ii) (a) it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Purchased Notes to any UK retail investor in the United Kingdom (the “UK”); (b) it has complied and will comply with all applicable provisions of the UK Financial Services and Markets Act 2000 Xxx 0000 (as amended, the “FSMA”) with respect to anything done by it in relation to any the Purchased Notes in, from or otherwise involving the UK; UK and (c) it has only communicated or caused to be communicated and it will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Purchased Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer or the Depositor. For the purposes of subparagraph (a): ), (A) the expression “UK retail investor” means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) 2017/565 as it forms part of the domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”) and as amended (as amended, the “UK Prospectus Regulation”); (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA (such rules and regulations, as amended) to implement the IDD, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of the domestic law of the UK by virtue of the EUWA, and as amended; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of the domestic law of the UK by virtue of the EUWA (and as amended); Prospectus Regulation and (B) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Purchased Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Purchased Notes. (d) Prior to the Closing Date, the Initial Purchasers shall notify the Issuer, the Depositor and Conn Appliances of the Time of Sale to which the related Time of Sale Information relates. (e) Each Initial Purchaser, severally and not jointly, represents and agrees that: (i) it did not enter into any Contract of Sale for any Purchased Notes prior to the Time of Sale; (ii) it will, at any time that such Initial Purchaser is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Purchased Notes, deliver to each investor to whom Purchased Notes are sold by it during the period prior to the delivery of the Offering Memorandum, prior to the applicable time of any such Contract of Sale with respect to such investor, the Preliminary Offering Memorandum; (iii) prior to the later of (x) the Closing Date and (y) the completion of the distribution of the Purchased Notes, it has not and shall not distribute any offering material in connection with the offering of the Purchased Notes other than the Time of Sale Information, the Offering Memorandum and any information required to be provided under Rule 144A(d)(4) under the Securities Act; (iv) it has not engaged any third-party to provide “due diligence services” (as defined in Rule 17g-10 under the Exchange Act) with respect to the transactions contemplated by this Agreement, it being understood Xxxxx Ernst & Young LLP has been engaged by the Depositor for the purpose of providing the Report; and (v) it has not delivered, and will not deliver, any Rating Information to a Hired NRSRO or other nationally recognized statistical rating organization and it has not participated, and will not participate, in any oral communication regarding Rating Information with any Hired NRSRO or other nationally recognized statistical rating organization without giving prior notice to Conn Appliances of such communication; provided, however, that if it receives an oral communication from a Hired NRSRO, it is authorized to inform such Hired NRSRO that it will respond to the oral communication with a designated representative from Conn Appliances. For purposes of this Section 4(e)(v), “Rating Information” means any information provided to a Hired NRSRO for the purpose of (A) determining the initial credit rating for the Purchased Notes, including information about the characteristics of the Receivables, related property and the legal structure of the Purchased Notes, and (B) undertaking credit rating surveillance on the Purchased Notes, including information about the characteristics and performance of the Receivables and related property.