Common use of Representations and Warranties of Underwriters Clause in Contracts

Representations and Warranties of Underwriters. With respect to any offers or sales of the Offered Notes outside of the United States (and solely with respect to any such offers and sales) each Underwriter severally and not jointly makes the following representations and warranties: (a) Each Underwriter represents and agrees that it will comply with all applicable laws and regulations in each jurisdiction in which it purchases, offers or sells Offered Notes or possesses or distributes the Prospectus or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of Offered Notes under the laws and regulations in force in any jurisdiction, to which it is subject or in which it makes such purchases, offers or sales and neither the Seller or TMCC shall have any responsibility therefor; (b) No action has been or will be taken by such Underwriter that would permit a public offering of the Offered Notes or possession, or distribution of any offering material in relation to the Offered Notes in any jurisdiction where action for that purpose is required unless the Seller or TMCC has agreed to such actions and such actions have been taken; (c) Each Underwriter represents and agrees that it will not offer, sell or deliver any of the Offered Notes or distribute any such offering material in or from any jurisdiction except under circumstances, which will result in compliance with applicable laws and regulations and which will not impose any obligation on the Seller or TMCC or the Underwriters; and (d) Such Underwriter acknowledges that it is not authorized to give any information or make any representations in relation to the Offered Notes other than those contained or incorporated by reference in the Prospectus for the Offered Notes and such additional information, if any, as the Seller or TMCC shall, in writing, provide to and authorize such Underwriter so to use and distribute to actual and potential purchasers of Offered Notes; and (e) Each Underwriter represents and agrees that it has not offered or sold and will not offer or sell, prior to the date six months after their date of issuance, any Offered Notes to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted in and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended); and (f) Each Underwriter has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 ("FSMA") with respect to anything done by such Underwriter in relation to the Offered Notes in, from or otherwise involving the United Kingdom; and (g) Each Underwriter will only communicate or cause to be communicated any 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 securities in circumstances in which Section 21(1) of the FSMA does not apply to the Seller.

Representations and Warranties of Underwriters. With respect to any offers or sales of the Offered Notes outside of the United States (and solely with respect to any such offers and sales) each Underwriter severally and not jointly makes the following representations and warranties: (a) Each Underwriter represents and agrees that it will comply with all applicable laws and regulations in each jurisdiction in which it purchases, offers or sells Offered the Notes or possesses or distributes the Preliminary Prospectus or the Final Prospectus or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of Offered Notes under the laws and regulations in force in any jurisdiction, jurisdiction to which it is subject or in which it makes such purchases, offers or sales and neither the Seller or TMCC Depositor nor NMAC shall have any responsibility therefor;. (b) No action has been or will be taken by such Underwriter that would permit a public offering of the Offered Notes or possession, possession or distribution of any offering material in relation to the Offered Notes in any jurisdiction where action for that purpose is required unless the Seller Depositor or TMCC NMAC has agreed to such actions and such actions have been taken;. (c) Each Underwriter represents and agrees that it will not offer, sell or deliver any of the Offered Notes or distribute any such offering material in or from any jurisdiction except under circumstances, which circumstances that will result in compliance with applicable laws and regulations and which that will not impose any obligation on the Seller Depositor or TMCC NMAC or the Underwriters; and. (d) Such Underwriter acknowledges that it is not authorized to give any information or make any representations representation in relation to the Offered Notes other than (i) oral communications that are consistent with the Preliminary Prospectus, the Ratings Free Writing Prospectus, any Road Show or the Final Prospectus and would not cause the Trust, the Depositor or NMAC to incur liability, (ii) those contained or incorporated by reference in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus for the Offered Notes Notes, (iii) an Underwriter Free Writing Prospectus in accordance with Section 6 of this Agreement, and (iv) such additional information, if any, as the Seller Depositor or TMCC NMAC shall, in writing, provide to and authorize such Underwriter so to use and distribute to actual and potential purchasers of Offered the Notes; and. (e) Each Underwriter represents and agrees that it has not offered or sold and will not offer or sell, prior to the date six months after their date of issuance, any Offered Notes to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted in and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended); and (f) Each Underwriter has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 ("“FSMA"”) with respect to anything done by such Underwriter in relation to the Offered Notes in, from or otherwise involving the United Kingdom; and. (gf) Each Underwriter will only communicate or cause to be communicated any 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 securities in circumstances in which Section 21(1) of the FSMA does not apply to the SellerTrust. (g) Each Underwriter, severally and not jointly, represents to the Depositor and the Servicer that as of the date of this Agreement, it (a) has not delivered any Rating Information to any Rating Agency or any other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), and (b) has not participated in any oral communication of Rating Information with any Rating Agency or any other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act) unless a designated representative from the Servicer participated in such communication. (h) In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees with the Depositor that 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 and will not make an offer of notes to the public in that Relevant Member State other than to any legal entity which is a “qualified investor” as defined in the Prospectus Directive; provided that no such offer of notes shall require any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. (i) For the purposes of this Section 15(h), (A) the expression an “offer of notes to the public” in relation to any Notes in any Relevant Member State means the communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the notes to be offered, so as to enable an investor to decide to purchase or subscribe to the Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, (B) the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State and (C) the countries comprising the “European Economic Area” are Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the United Kingdom.

Representations and Warranties of Underwriters. With respect to any offers or sales of the Offered Notes outside of the United States (and solely with respect to any such offers and sales) each Underwriter severally and not jointly makes the following representations and warranties: (a) Each Underwriter represents and agrees that it will comply with all applicable laws and regulations in each jurisdiction in which it purchases, offers or sells Offered Notes or possesses or distributes the Prospectus or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of Offered Notes under the laws and regulations in force in any jurisdiction, to which it is subject or in which it makes such purchases, offers or sales and neither the Seller or TMCC shall have any responsibility therefor; (b) No action has been or will be taken by such Underwriter that would permit a public offering of the Offered Notes or possession, or distribution of any offering material in relation to the Offered Notes in any jurisdiction where action for that purpose is required unless the Seller or TMCC has agreed to such actions and such actions have been taken; (c) Each Underwriter represents and agrees that it will not offer, sell or deliver any of the Offered Notes or distribute any such offering material in or from any jurisdiction except under circumstances, which will result in compliance with applicable laws and regulations and which will not impose any obligation on the Seller or TMCC or the Underwriters; and (d) Such Underwriter acknowledges that it is not authorized to give any information or make any representations in relation to the Offered Notes other than those contained or incorporated by reference in the Prospectus for the Offered Notes and such additional information, if any, as the Seller or TMCC shall, in writing, provide to and authorize such Underwriter so to use and distribute to actual and potential purchasers of Offered Notes; and (e) Each Underwriter represents and agrees that it has not offered or sold and will not offer or sell, prior to the date six months after their date of issuance, any Offered Notes to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted in and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended); and (f) Each Underwriter has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 1986 ("FSMAFSA") with respect to anything done by such Underwriter in relation to the Offered Notes in, from or otherwise involving the United Kingdom; and (gf) Each Underwriter will have only communicate issued or cause to be communicated passed on and will only issue or pass on in the United Kingdom any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) document received by it in connection with the issue or sale of any securities the Notes, to a person who is of a kind described in circumstances in which Section 21(1Article 11(3) of the FSMA does not apply FSA (Investment Advertisements) (Exemptions) Order 1996 or is a person to the Sellerwhom such document may otherwise lawfully be issued or passed on.

Representations and Warranties of Underwriters. With respect to any offers or sales of the Offered [Underwritten] Notes outside of the United States (and solely with respect to any such offers and sales) each Underwriter severally and not jointly makes the following representations and warranties: (a) Each Underwriter represents and agrees that it will comply with all applicable laws and regulations in each jurisdiction in which it purchases, offers or sells Offered the [Underwritten] Notes or possesses or distributes the Preliminary Prospectus or the Final Prospectus or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of Offered [Underwritten] Notes under the laws and regulations in force in any jurisdiction, jurisdiction to which it is subject or in which it makes such purchases, offers or sales and neither the Seller or TMCC Depositor nor NMAC shall have any responsibility therefor; (b) No action has been or will be taken by such Underwriter that would permit a public offering of the Offered [Underwritten] Notes or possession, possession or distribution of any offering material in relation to the Offered [Underwritten] Notes in any jurisdiction where action for that purpose is required unless the Seller Depositor or TMCC NMAC has agreed to such actions and such actions have been taken; (c) Each Underwriter represents and agrees that it will not offer, sell or deliver any of the Offered [Underwritten] Notes or distribute any such offering material in or from any jurisdiction except under circumstances, which circumstances that will result in compliance with applicable laws and regulations and which that will not impose any obligation on the Seller Depositor or TMCC NMAC or the Underwriters; and (d) Such Underwriter acknowledges that it is not authorized to give any information or make any representations representation in relation to the Offered [Underwritten] Notes other than (i) oral communications that are consistent with the Preliminary Prospectus or the Final Prospectus and would not cause the Trust, the Depositor or NMAC to incur liability, (ii) those contained or incorporated by reference in the Preliminary Prospectus or the Final Prospectus for the Offered Notes and (iii) such additional information, if any, as the Seller Depositor or TMCC NMAC shall, in writing, provide to and authorize such Underwriter so to use and distribute to actual and potential purchasers of Offered the [Underwritten] Notes; and. (e) Each Underwriter represents and agrees that it has not offered or sold and will not offer or sell, prior to the date six months after their date of issuance, any Offered Notes to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted in and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended); and (f) Each Underwriter has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 Xxx 0000 ("“FSMA"”) with respect to anything done by such Underwriter in relation to the Offered [Underwritten] Notes in, from or otherwise involving the United Kingdom; and (gf) Each Underwriter will only communicate or cause to be communicated any 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 securities in circumstances in which Section 21(1) of the FSMA does not apply to the SellerTrust. (g) Each Underwriter, severally and not jointly, (i) represents to the Transferor and the Servicer that as of the date of this Agreement, it has not provided to any nationally recognized statistical rating organization hired by the Servicer or the Transferor to rate the Notes or any other “nationally recognized statistical rating organization” (within the meaning of the Securities Exchange Act of 1934), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transaction contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of the Transferor or the Servicer and (ii) covenants with the Transferor and the Servicer that it will not provide to any nationally recognized statistical rating organization hired by the Servicer or the Transferor to rate the Notes or other “nationally recognized statistical rating organization” (within the meaning of the Securities Exchange Act of 1934), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance on the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of the Transferor or the Servicer. Notwithstanding any other provision of this Agreement, the aggregate liability of any Underwriter to the Servicer and the Transferor in respect of any losses, claims, damages, liabilities, legal or other expenses or other amounts arising out of or based upon any breaches or alleged breaches by such Underwriter of its covenant set forth in subclause (ii) of this Section 15(g), without regard to whether such amounts are payable by such Underwriter under the indemnification provided by Section 8(b) or as damages for breach of contract or otherwise, will in no event exceed the total underwriting discounts and commissions received by such Underwriter, in each case as set forth in the table on the cover page of the Prospectus Supplement as amended or supplemented with respect to the Notes.

Representations and Warranties of Underwriters. With respect to any offers or sales of the Offered Notes outside of the United States (and solely with respect to any such offers and sales) each Underwriter severally and not jointly makes the following representations and warranties: (a) Each Underwriter represents and agrees that it will comply with all applicable laws and regulations in each jurisdiction in which it purchases, offers or sells Offered the Notes or possesses or distributes the Preliminary Prospectus or the Final Prospectus or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of Offered Notes under the laws and regulations in force in any jurisdiction, jurisdiction to which it is subject or in which it makes such purchases, offers or sales and neither the Seller or TMCC Depositor nor NMAC shall have any responsibility therefor; (b) No action has been or will be taken by such Underwriter that would permit a public offering of the Offered Notes or possession, possession or distribution of any offering material in relation to the Offered Notes in any jurisdiction where action for that purpose is required unless the Seller Depositor or TMCC NMAC has agreed to such actions and such actions have been taken; (c) Each Underwriter represents and agrees that it will not offer, sell or deliver any of the Offered Notes or distribute any such offering material in or from any jurisdiction except under circumstances, which circumstances that will result in compliance with applicable laws and regulations and which that will not impose any obligation on the Seller Depositor or TMCC NMAC or the Underwriters; and; (d) Such Underwriter acknowledges that it is not authorized to give any information or make any representations representation in relation to the Offered Notes other than (i) oral communications that are consistent with the Preliminary Prospectus or the Final Prospectus and would not cause the Trust, the Depositor or NMAC to incur liability, (ii) those contained or incorporated by reference in the Preliminary Prospectus or the Final Prospectus for the Offered Notes and (iii) such additional information, if any, as the Seller Depositor or TMCC NMAC shall, in writing, provide to and authorize such Underwriter so to use and distribute to actual and potential purchasers of Offered the Notes; and; (e) Each Underwriter represents and agrees that it has not offered or sold and will not offer or sell, prior to the date six months after their date of issuance, any Offered of the Notes to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which that have not resulted in and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended); and; (f) Each Underwriter has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 Axx 0000 ("“FSMA"”) with respect to anything done by such Underwriter in relation to the Offered Notes in, from or otherwise involving the United Kingdom; and (g) Each Underwriter will only communicate or cause to be communicated any 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 securities in circumstances in which Section 21(1) of the FSMA does not apply to the SellerTrust.

Representations and Warranties of Underwriters. With respect to any offers or sales of the Offered Notes outside of the United States (and solely with respect to any such offers and sales) each Underwriter severally and not jointly makes the following representations and warranties: (a) Each Underwriter represents and agrees that it will comply with all applicable laws and regulations in each jurisdiction in which it purchases, offers or sells Offered Notes or possesses or distributes the Prospectus or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of Offered Notes under the laws and regulations in force in any jurisdiction, to which it is subject or in which it makes such purchases, offers or sales and neither the Seller or TMCC shall have any responsibility therefor; (b) No action has been or will be taken by such Underwriter that would permit a public offering of the Offered Notes or possession, or distribution of any offering material in relation to the Offered Notes in any jurisdiction where action for that purpose is required unless the Seller or TMCC has agreed to such actions and such actions have been taken; (c) Each Underwriter represents and agrees that it will not offer, sell or deliver any of the Offered Notes or distribute any such offering material in or from any jurisdiction except under circumstances, which will result in compliance with applicable laws and regulations and which will not impose any obligation on the Seller or TMCC or the Underwriters; and (d) Such Underwriter acknowledges that it is not authorized to give any information or make any representations in relation to the Offered Notes other than those contained or incorporated by reference in the Prospectus for the Offered Notes and such additional information, if any, as the Seller or TMCC shall, in writing, provide to and authorize such Underwriter so to use and distribute to actual and potential purchasers of Offered Notes; and (e) Each Underwriter represents and agrees that it has not offered or sold and will not offer or sell, prior to the date six months after their date of issuance, any Offered Notes to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted in and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended)1995; and (f) Each Underwriter has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 1986 ("FSMAFSA") with respect to anything done by such Underwriter in relation to the Offered Notes in, from or otherwise involving the United Kingdom; and (g) Each Underwriter will have only communicate issued or cause to be communicated passed on and will only issue or pass on in the United Kingdom any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) document received by it in connection with the issue or sale of any securities the Notes, to a person who is of a kind described in circumstances in which Section 21(1Article 11(3) of the FSMA does not apply FSA (Investment Advertisements) (Exemptions) Order 1996 or is a person to the Sellerwhom such document may otherwise lawfully be issued or passed on.

Representations and Warranties of Underwriters. With respect to any offers or sales of the Offered Notes outside of the United States (and solely with respect to any such offers and sales) each Underwriter severally and not jointly makes the following representations and warranties: (a) Each Underwriter represents and agrees that it will comply with all applicable laws and regulations in each jurisdiction in which it purchases, offers or sells Offered Notes or possesses or distributes the Prospectus or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of Offered Notes under the laws and regulations in force in any jurisdiction, to which it is subject or in which it makes such purchases, offers or sales and neither the Seller or TMCC shall have any responsibility therefor; (b) No action has been or will be taken by such Underwriter that would permit a public offering of the Offered Notes or possession, or distribution of any offering material in relation to the Offered Notes in any jurisdiction where action for that purpose is required unless the Seller or TMCC has agreed to such actions and such actions have been taken; (c) Each Underwriter represents and agrees that it will not offer, sell or deliver any of the Offered Notes or distribute any such offering material in or from any jurisdiction except under circumstances, which will result in compliance with applicable laws and regulations and which will not impose any obligation on the Seller or TMCC or the Underwriters; and (d) Such Underwriter acknowledges that it is not authorized to give any information or make any representations in relation to the Offered Notes other than those contained or incorporated by reference in the Prospectus for the Offered Notes and such additional information, if any, as the Seller or TMCC shall, in writing, provide to and authorize such Underwriter so to use and distribute to actual and potential purchasers of Offered Notes; and (e) Each Underwriter represents and agrees that it has not offered or sold and will not offer or sell, prior to the date six months after their date of issuance, any Offered Notes to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted in and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended); and (f) Each Underwriter has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 Xxx 0000 ("“FSMA"”) with respect to anything done by such Underwriter in relation to the Offered Notes in, from or otherwise involving the United Kingdom; and (g) Each Underwriter will only communicate or cause to be communicated any 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 securities in circumstances in which Section 21(1) of the FSMA does not apply to the Seller.

Representations and Warranties of Underwriters. With respect to any offers or sales of the Offered Notes outside of the United States (and solely with respect to any such offers and sales) each Underwriter severally and not jointly makes the following representations and warranties: (a) Each Underwriter represents and agrees that it will comply with all applicable laws and regulations in each jurisdiction in which it purchases, offers or sells Offered the Notes or possesses or distributes the Preliminary Prospectus or the Final Prospectus or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of Offered Notes under the laws and regulations in force in any jurisdiction, to which it is subject or in which it makes such purchases, offers or sales and neither the Seller or TMCC Transferor nor NMAC shall have any responsibility therefor; (b) No action has been or will be taken by such Underwriter that would permit a public offering of the Offered Notes or possession, possession or distribution of any offering material in relation to the Offered Notes in any jurisdiction where action for that purpose is required unless the Seller Transferor or TMCC NMAC has agreed to such actions and such actions have been taken; (c) Each Underwriter represents and agrees that it will not offer, sell or deliver any of the Offered Notes or distribute any such offering material in or from any jurisdiction except under circumstances, which circumstances that will result in compliance with applicable laws and regulations and which that will not impose any obligation on the Seller Transferor or TMCC NMAC or the Underwriters; and; (d) Such Underwriter acknowledges that it is not authorized to give any information or make any representations representation in relation to the Offered Notes other than (i) oral communications that are consistent with the Preliminary Prospectus or the Final Prospectus and would not cause the Trust, the Transferor or the Servicer to incur liability, (ii) those contained or incorporated by reference in the Preliminary Prospectus or the Final Prospectus for the Offered Notes and such additional information, if any, as the Seller Transferor or TMCC the Servicer shall, in writing, provide to and authorize such Underwriter so to use and distribute to actual and potential purchasers of Offered the Notes; and; (e) Each Underwriter represents and agrees that it has not offered or sold and will not offer or sell, prior to the date six months after their date of issuance, any Offered of the Notes to persons person in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which that have not resulted in and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended); and; (f) Each Underwriter has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 Axx 0000 ("“FSMA"”) with respect to anything done by such Underwriter in relation to the Offered Notes in, from or otherwise involving the United Kingdom; and (g) Each Underwriter will only communicate or cause to be communicated any 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 securities in circumstances in which Section 21(1) of the FSMA does not apply to the SellerTransferor.

Representations and Warranties of Underwriters. With respect to any offers or sales of the Offered Notes outside of the United States (and solely with respect to any such offers and sales) each Underwriter severally and not jointly makes the following representations and warranties: (a) Each Underwriter represents and agrees that it will comply with all applicable laws and regulations in each jurisdiction in which it purchases, offers or sells Offered Notes or possesses or distributes the Prospectus or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of Offered Notes under the laws and regulations in force in any jurisdiction, to which it is subject or in which it makes such purchases, offers or sales and neither the Seller or TMCC shall have any responsibility therefor; (b) No action has been or will be taken by such Underwriter that would permit a public offering of the Offered Notes or possession, or distribution of any offering material in relation to the Offered Notes in any jurisdiction where action for that purpose is required unless the Seller or TMCC has agreed to such actions and such actions have been taken; (c) Each Underwriter represents and agrees that it will not offer, sell or deliver any of the Offered Notes or distribute any such offering material in or from any jurisdiction except under circumstances, which will result in compliance with applicable laws and regulations and which will not impose any obligation on the Seller or TMCC or the Underwriters; and (d) Such Underwriter acknowledges that it is not authorized to give any information or make any representations in relation to the Offered Notes other than those contained or incorporated by reference in the Prospectus for the Offered Notes and such additional information, if any, as the Seller or TMCC shall, in writing, provide to and authorize such Underwriter so to use and distribute to actual and potential purchasers of Offered Notes; and (e) Each Underwriter represents and agrees that it has not offered or sold and will not offer or sell, prior to the date six months after their date of issuance, any Offered Notes to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted in and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended); and (f) Each Underwriter has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 Xxx 0000 ("FSMA") with respect to anything done by such Underwriter in relation to the Offered Notes in, from or otherwise involving the United Kingdom; and (g) Each Underwriter will only communicate or cause to be communicated any 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 securities in circumstances in which Section 21(1) of the FSMA does not apply to the Seller.

Representations and Warranties of Underwriters. With respect Each Underwriter represents and agrees to any offers or sales of the Offered Notes outside of the United States (and solely following selling restrictions with respect to any such offers and sales) each Underwriter severally and not jointly makes the following representations and warrantiesSecurities for purposes of the issue of Securities: (a) Each Underwriter represents and agrees that it will comply with all applicable laws and regulations in each jurisdiction in which it purchases, offers or sells Offered Notes Securities or possesses or distributes the Prospectus or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of Offered Notes Securities under the laws and regulations in force in any jurisdiction, jurisdiction to which it is subject or in which it makes such purchases, offers or sales and neither none of [the Trust], the Seller or TMCC Onyx shall have any responsibility therefor; (b) No action has been or will be taken by such Underwriter the Underwriters that would permit a public offering of the Offered Notes Securities or possession, possession or distribution of any offering material in relation to the Offered Notes Securities in any jurisdiction where action for that purpose is required unless [the Trust,] the Seller or TMCC Onyx has agreed to such actions and such actions have been taken; (c) Each Underwriter represents and agrees that it will not offer, sell or deliver any of the Offered Notes Securities or distribute any such offering material in or from any jurisdiction except under circumstances, which will result in compliance with applicable laws and regulations and which will not impose any obligation on the Seller or TMCC or the Underwriters; andcircumstances which (d) Such No Underwriter acknowledges that it is not authorized to give any information or make any representations in relation to the Offered Notes Securities other than those contained or incorporated by reference in the Prospectus for the Offered Notes Securities and such additional information, if any, as [the Trust,] the Seller or TMCC Onyx shall, in writing, provide to and authorize such the Underwriter so to use and distribute to actual and potential purchasers of Offered Notes; andSecurities; (e) Each Underwriter represents and agrees that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell in Hong Kong, by means of any document, any Securities other than to persons whose ordinary business it is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong. Each Underwriter further represents and agrees that, unless it is a person who is permitted to do so under the securities laws of Hong Kong, it has not issued, or had in its possession for the purposes of issuing, and it will not issue, or have in its possession for the purposes of issuing, any advertisement, invitation or document relating to Securities other than with respect to Securities intended to be disposed of to persons outside Hong Kong or to persons whose business involves the acquisition, or disposal or holding of securities, whether as principal or agent; and (f) Each Underwriter has not offered or sold and will not offer or sell, prior to the date six months after their date of issuance, sell any Offered Notes Securities to persons in the United Kingdom, Kingdom prior to admission of such Securities to listing in accordance with Part IV of the Financial Services Act 0000 ("XSA") except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted in and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended); andor the FSA; (fg) Each Underwriter has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 ("FSMA") FSA with respect to anything done by such Underwriter us in relation to the Offered Notes Securities in, from or otherwise involving the United Kingdom; and (gh) Each Underwriter will have only communicate issued or cause to be communicated passed on and will only issue or pass on in the United Kingdom any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) document received by it us in connection with the issue of the Securities, other than any document which consists of or sale any part of listing particulars, supplementary listing particulars or any securities document required or permitted to be published by listing rules under Part IV of the FSA, to a person who is of a kind described in circumstances in which Section 21(1Article 11(3) of the FSMA does not apply FSA (Investment Advertisements) (Exemptions) Order 1995 or is a person to the Sellerwhom such document may otherwise lawfully be issued or passed on.

Representations and Warranties of Underwriters. With respect to any offers or sales of the Offered Notes outside of the United States (and solely with respect to any such offers and sales) each Underwriter severally and not jointly makes the following representations and warranties: (a) Each Underwriter represents and agrees that it will comply with all applicable laws and regulations in each jurisdiction in which it purchases, offers or sells Offered the Notes or possesses or distributes the Prospectus or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of Offered Notes under the laws and regulations in force in any jurisdiction, jurisdiction to which it is subject or in which it makes such purchases, offers or sales and neither the Seller Transferor or TMCC NMAC shall have any responsibility therefor; (b) No action has been or will be taken by such Underwriter that would permit a public offering of the Offered Notes or possession, possession or distribution of any offering material in relation to the Offered Notes in any jurisdiction where action for that purpose is required unless the Seller Transferor or TMCC NMAC has agreed to such actions and such actions have been taken; (c) Each Underwriter represents and agrees that it will not offer, sell or deliver any of the Offered Notes or distribute any such offering material in or from any jurisdiction except under circumstances, which circumstances that will result in compliance with applicable laws and regulations and which that will not impose any obligation on the Seller Transferor or TMCC NMAC or the Underwriters; and; (d) Such Underwriter acknowledges that it is not authorized to give any information or make any representations representation in relation to the Offered Notes other than (i) oral communications that are consistent with the Prospectus and would not cause the Trust, the Transferor or NMAC to incur liability, (ii) those contained or incorporated by reference in the Prospectus for the Offered Notes and (iii) such additional information, if any, as the Seller Transferor or TMCC NMAC shall, in writing, provide to and authorize such Underwriter so to use and distribute to actual and potential purchasers of Offered the Notes; and; (e) Each Underwriter represents and agrees that it has not offered or sold and will not offer or sell, prior to the date six months after their date of issuance, any Offered of the Notes to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which that have not resulted in and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended); and; (f) Each Underwriter has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 ("FSMA") with respect to anything done by such Underwriter in relation to the Offered Notes in, from or otherwise involving the United Kingdom; and (g) Each Underwriter will only communicate or cause to be communicated any 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 securities in circumstances in which Section 21(1) of the FSMA does not apply to the SellerTrust.

Representations and Warranties of Underwriters. With respect to any offers or sales of the Offered Notes outside of the United States (and solely with respect to any such offers and sales) each Underwriter severally and not jointly makes the following representations and warranties: (a) Each Underwriter represents and agrees that it will comply with all applicable laws and regulations in each jurisdiction in which it purchases, offers or sells Offered the Notes or possesses or distributes the Prospectus or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of Offered Notes under the laws and regulations in force in any jurisdiction, jurisdiction to which it is subject or in which it makes such purchases, offers or sales and neither the Seller Transferor or TMCC NMAC shall have any responsibility therefor; (b) No action has been or will be taken by such Underwriter that would permit a public offering of the Offered Notes or possession, possession or distribution of any offering material in relation to the Offered Notes in any jurisdiction where action for that purpose is required unless the Seller Transferor or TMCC NMAC has agreed to such actions and such actions have been taken; (c) Each Underwriter represents and agrees that it will not offer, sell or deliver any of the Offered Notes or distribute any such offering material in or from any jurisdiction except under circumstances, which circumstances that will result in compliance with applicable laws and regulations and which that will not impose any obligation on the Seller Transferor or TMCC NMAC or the Underwriters; and; (d) Such Underwriter acknowledges that it is not authorized to give any information or make any representations representation in relation to the Offered Notes other than (i) oral communications that are consistent with the Prospectus and would not cause the Trust, the Transferor or NMAC to incur liability, (ii) those contained or incorporated by reference in the Prospectus for the Offered Notes and (iii) such additional information, if any, as the Seller Transferor or TMCC NMAC shall, in writing, provide to and authorize such Underwriter so to use and distribute to actual and potential purchasers of Offered the Notes; and; (e) Each Underwriter represents and agrees that it has not offered or sold and will not offer or sell, prior to the date six months after their date of issuance, any Offered of the Notes to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which that have not resulted in and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended); and; (f) Each Underwriter has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 ("“FSMA"”) with respect to anything done by such Underwriter in relation to the Offered Notes in, from or otherwise involving the United Kingdom; and (g) Each Underwriter will only communicate or cause to be communicated any 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 securities in circumstances in which Section 21(1) of the FSMA does not apply to the SellerTrust.

Representations and Warranties of Underwriters. With respect to any offers or sales of the Offered [Underwritten] Notes outside of the United States (and solely with respect to any such offers and sales) each Underwriter severally and not jointly makes the following representations and warranties: (a) Each Underwriter represents and agrees that it will comply with all applicable laws and regulations in each jurisdiction in which it purchases, offers or sells Offered the [Underwritten] Notes or possesses or distributes the Preliminary Prospectus or the Final Prospectus or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of Offered [Underwritten] Notes under the laws and regulations in force in any jurisdiction, jurisdiction to which it is subject or in which it makes such purchases, offers or sales and neither the Seller or TMCC Depositor nor NMAC shall have any responsibility therefor;. (b) No action has been or will be taken by such Underwriter that would permit a public offering of the Offered [Underwritten] Notes or possession, possession or distribution of any offering material in relation to the Offered [Underwritten] Notes in any jurisdiction where action for that purpose is required unless the Seller Depositor or TMCC NMAC has agreed to such actions and such actions have been taken;. (c) Each Underwriter represents and agrees that it will not offer, sell or deliver any of the Offered [Underwritten] Notes or distribute any such offering material in or from any jurisdiction except under circumstances, which circumstances that will result in compliance with applicable laws and regulations and which that will not impose any obligation on the Seller Depositor or TMCC NMAC or the Underwriters; and. (d) Such Underwriter acknowledges that it is not authorized to give any information or make any representations representation in relation to the Offered [Underwritten] Notes other than (i) oral communications that are consistent with the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus and would not cause the Trust, the Depositor or NMAC to incur liability, (ii) those contained or incorporated by reference in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus for the Offered Notes Notes, (iii) an Underwriter Free Writing Prospectus in accordance with Section 6 of this Agreement, and (iv) such additional information, if any, as the Seller Depositor or TMCC NMAC shall, in writing, provide to and authorize such Underwriter so to use and distribute to actual and potential purchasers of Offered the [Underwritten] Notes; and. (e) Each Underwriter represents and agrees that it has not offered or sold and will not offer or sell, prior to the date six months after their date of issuance, any Offered Notes to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted in and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended); and (f) Each Underwriter has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 Xxx 0000 ("“FSMA"”) with respect to anything done by such Underwriter in relation to the Offered [Underwritten] Notes in, from or otherwise involving the United Kingdom; and. (gf) Each Underwriter will only communicate or cause to be communicated any 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 securities in circumstances in which Section 21(1) of the FSMA does not apply to the SellerTrust. (g) Each Underwriter, severally and not jointly, represents to the Depositor and the Servicer that as of the date of this Agreement, it (a) has not delivered any Rating Information to any Rating Agency or any other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), and (b) has not participated in any oral communication of Rating Information with any Rating Agency or any other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act) unless a designated representative from the Servicer participated in such communication. (h) In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees with the Depositor that 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 and will not make an offer of notes to the public in that Relevant Member State other than to any legal entity which is a “qualified investor” as defined in the Prospectus Directive; provided that no such offer of notes shall require any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. (i) For the purposes of this Section 15(h), (A) the expression an “offer of notes to the public” in relation to any Notes in any Relevant Member State means the communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the notes to be offered, so as to enable an investor to decide to purchase or subscribe to the Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, (B) the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State and (C) the countries comprising the “European Economic Area” are Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, Xxxxxx, Xxxxxxx, Xxxxxx, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the United Kingdom.