Common use of Tax Representation and Covenant Clause in Contracts

Tax Representation and Covenant. (a) It is the intention of the parties hereto that the Collateral Interest be treated under applicable tax law as indebtedness. In the event that the Collateral Interest is not so treated, it is the intention of the parties that the Collateral Interest be treated under applicable tax law as an interest in a partnership that owns the Receivables. In the event that the Collateral Interest is treated under applicable tax law as an interest in a partnership, it is the intention of the parties that the Collateral Interest be treated as guaranteed payments and, if for any reason it is not so treated, that the holder of the Collateral Interest be specially allocated gross interest income equal to the interest accrued during each Interest Period on the Collateral Interest. (b) Any Collateral Interest Holder shall be required to represent and covenant in connection with its acquisition of an interest in the Trust (x) it has neither acquired, nor will it sell, trade or transfer any interest in the Trust or cause any interest in the Trust to be marketed on or through an "established securities market" within the meaning of Code section 7704(b)(1), including without limitation an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwise, (y) unless the Transferor consents otherwise, such holder (i) is properly classified as, and will remain classified as, a "corporation" as described in Code section 7701(a)(3) and (ii) is not, and will not become, an S corporation as described in Code section 1361, and (z) it will (i) cause any participant with respect to such interest otherwise permitted hereunder to make similar representations and covenants for the benefit of the Transferor and the Trust and (ii) forward a copy of such representations and covenants to the Trustee. Each such holder shall further agree in connection with its acquisition of such interest that, in the event of any breach of its (or its participant's) representation and covenant that it (or its participant) is and shall remain classified as a corporation other than an S corporation, the Transferor shall have the right to procure a replacement investor to replace such holder (or its participant), and further that such holder shall take all actions necessary to permit such replacement investor to succeed to its rights and obligations as a holder (or to the rights of its participant).

Tax Representation and Covenant. (a) It is the intention Any holder of the parties hereto that the Collateral Interest be treated under applicable tax law as indebtedness. In the event that the Collateral Interest is not so treated, it is the intention of the parties that the Collateral Interest be treated under applicable tax law as an interest in a partnership that owns the Receivables. In the event that the Collateral Interest is treated under applicable tax law as an interest Trust acquired pursuant to Section 12.01(b) in a partnership, it is the intention respect of the parties that the Collateral Interest be treated as guaranteed payments and, if for any reason it is not so treated, that the holder of the Collateral Interest be specially allocated gross interest income equal to the interest accrued during each Interest Period on the Collateral Interest. (b) Any Collateral Interest Holder Series 1997-J Certificates shall be required to represent and covenant in connection with its such acquisition of an interest in the Trust that (x) it has neither acquired, nor will it sell, trade or transfer any interest in the Trust or cause any interest in the Trust to be marketed on or through either (i) an "established securities market" within the meaning of Code section 7704(b)(1), including without limitation an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwiseotherwise or (ii) a "secondary market (or the substantial equivalent thereof)" within the meaning of Code section 7704(b)(2), including a market wherein interests in the Trust are regularly quoted by any person making a market in such interests and a market wherein any person regularly makes available bid or offer quotes with respect to interests in the Trust and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others, (y) unless the Transferor Seller consents otherwise, such holder (i) is properly classified as, and will remain classified as, a "corporation" as described in Code section 7701(a)(3) and (ii) is not, and will not become, an S corporation as described in Code section 1361, and (z) it will (i) cause any participant with respect to such interest otherwise permitted hereunder to make similar representations and covenants for the benefit of the Transferor Seller and the Trust and (ii) forward a copy of such representations and covenants to the Trustee. Each such holder shall further agree in connection with its acquisition of such interest that, in the event of any breach of its (or its participant's) representation and covenant that it (or its participant) is and shall remain classified as a corporation other than an S corporation, the Transferor Seller shall have the right to procure a replacement investor to replace such holder (or its participant), and further that such holder shall take all actions necessary to permit such replacement investor to succeed to its rights and obligations as a holder (or to the rights of its participant).

Tax Representation and Covenant. (a) It is the intention Any holder of the parties hereto that the Collateral Interest be treated under applicable tax law as indebtedness. In the event that the Collateral Interest is not so treated, it is the intention of the parties that the Collateral Interest be treated under applicable tax law as an interest in a partnership that owns the Receivables. In the event that the Collateral Interest is treated under applicable tax law as an interest Trust acquired pursuant to Section 12.01(b) in a partnership, it is the intention respect of the parties that the Collateral Interest be treated as guaranteed payments and, if for any reason it is not so treated, that the holder of the Collateral Interest be specially allocated gross interest income equal to the interest accrued during each Interest Period on the Collateral Interest. (b) Any Collateral Interest Holder Series 1997-C Certificates shall be required to represent and covenant in connection with its such acquisition of an interest in the Trust that (x) it has neither acquired, nor will it sell, trade or transfer any interest in the Trust or cause any interest in the Trust to be marketed on or through either (i) an "established securities market" within the meaning of Code section 7704(b)(1), including without limitation an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwiseotherwise or (ii) a "secondary market (or the substantial equivalent thereof)" within the meaning of Code section 7704(b)(2), including a market wherein interests in the Trust are regularly quoted by any person making a market in such interests and a market wherein any person regularly makes available bid or offer quotes with respect to interests in the Trust and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others, (y) unless the Transferor Seller consents otherwise, such holder (i) is properly classified as, and will remain classified as, a "corporation" as described in Code section 7701(a)(3) and (ii) is not, and will not become, an S corporation as described in Code section 1361, and (z) it will (i) cause any participant with respect to such interest otherwise permitted hereunder to make similar representations and covenants for the benefit of the Transferor Seller and the Trust and (ii) forward a copy of such representations and covenants to the Trustee. Each such holder shall further agree in connection with its acquisition of such interest that, in the event of any breach of its (or its participant's) representation and covenant that it (or its participant) is and shall remain classified as a corporation other than an S corporation, the Transferor Seller shall have the right to procure a replacement investor to replace such holder (or its participant), and further that such holder shall take all actions necessary to permit such replacement investor to succeed to its rights and obligations as a holder (or to the rights of its participant).

Tax Representation and Covenant. (a) It is the intention Any holder of the parties hereto that the Collateral Interest be treated under applicable tax law as indebtedness. In the event that the Collateral Interest is not so treated, it is the intention of the parties that the Collateral Interest be treated under applicable tax law as an interest in a partnership that owns the Receivables. In the event that the Collateral Interest is treated under applicable tax law as an interest Trust acquired pursuant to Section 12.01(b) in a partnership, it is the intention respect of the parties that the Collateral Interest be treated as guaranteed payments and, if for any reason it is not so treated, that the holder of the Collateral Interest be specially allocated gross interest income equal to the interest accrued during each Interest Period on the Collateral Interest. (b) Any Collateral Interest Holder Series 1996-L Certificates shall be required to represent and covenant in connection with its such acquisition of an interest in the Trust that (x) it has neither acquired, nor will it sell, trade or transfer any interest in the Trust or cause any interest in the Trust to be marketed on or through either (i) an "established securities market" within the meaning of Code section 7704(b)(1), including without limitation an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwiseotherwise or (ii) a "secondary market (or the substantial equivalent thereof)" within the meaning of Code section 7704(b)(2), including a market wherein interests in the Trust are regularly quoted by any person making a market in such interests and a market wherein any person regularly makes available bid or offer quotes with respect to interests in the Trust and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others, (y) unless the Transferor Seller consents otherwise, such holder (i) is properly classified as, and will remain classified as, a "corporation" as described in Code section 7701(a)(3) and (ii) is not, and will not become, an S corporation as described in Code section 1361, and (z) it will (i) cause any participant with respect to such interest otherwise permitted hereunder to make similar representations and covenants for the benefit of the Transferor Seller and the Trust and (ii) forward a copy of such representations and covenants to the Trustee. Each such holder shall further agree in connection with its acquisition of such interest that, in the event of any breach of its (or its participant's) representation and covenant that it (or its participant) is and shall remain classified as a corporation other than an S corporation, the Transferor Seller shall have the right to procure a replacement investor to replace such holder (or its participant), and further that such holder shall take all actions necessary to permit such replacement investor to succeed to its rights and obligations as a holder (or to the rights of its participant).

Tax Representation and Covenant. (a) It is the intention Any holder of the parties hereto that the Collateral Interest be treated under applicable tax law as indebtedness. In the event that the Collateral Interest is not so treated, it is the intention of the parties that the Collateral Interest be treated under applicable tax law as an interest in a partnership that owns the Receivables. In the event that the Collateral Interest is treated under applicable tax law as an interest Trust acquired pursuant to Section 12.01(b) in a partnership, it is the intention respect of the parties that the Collateral Interest be treated as guaranteed payments and, if for any reason it is not so treated, that the holder of the Collateral Interest be specially allocated gross interest income equal to the interest accrued during each Interest Period on the Collateral Interest. (b) Any Collateral Interest Holder Series 1997-I Certificates shall be required to represent and covenant in connection with its such acquisition of an interest in the Trust that (x) it has neither acquired, nor will it sell, trade or transfer any interest in the Trust or cause any interest in the Trust to be marketed on or through either (i) an "established securities market" within the meaning of Code section 7704(b)(1), including without limitation an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwiseotherwise or (ii) a "secondary market (or the substantial equivalent thereof)" within the meaning of Code section 7704(b)(2), including a market wherein interests in the Trust are regularly quoted by any person making a market in such interests and a market wherein any person regularly makes available bid or offer quotes with respect to interests in the Trust and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others, (y) unless the Transferor Seller consents otherwise, such holder (i) is properly classified as, and will remain classified as, a "corporation" as described in Code section 7701(a)(3) and (ii) is not, and will not become, an S corporation as described in Code section 1361, and (z) it will (i) cause any participant with respect to such interest otherwise permitted hereunder to make similar representations and covenants for the benefit of the Transferor Seller and the Trust and (ii) forward a copy of such representations and covenants to the Trustee. Each such holder shall further agree in connection with its acquisition of such interest that, in the event of any breach of its (or its participant's) representation and covenant that it (or its participant) is and shall remain classified as a corporation other than an S corporation, the Transferor Seller shall have the right to procure a replacement investor to replace such holder (or its participant), and further that such holder shall take all actions necessary to permit such replacement investor to succeed to its rights and obligations as a holder (or to the rights of its participant).

Tax Representation and Covenant. (a) It is the intention Any holder of the parties hereto that the Collateral Interest be treated under applicable tax law as indebtedness. In the event that the Collateral Interest is not so treated, it is the intention of the parties that the Collateral Interest be treated under applicable tax law as an interest in a partnership that owns the Receivables. In the event that the Collateral Interest is treated under applicable tax law as an interest Trust acquired pursuant to Section 12.01(b) in a partnership, it is the intention respect of the parties that the Collateral Interest be treated as guaranteed payments and, if for any reason it is not so treated, that the holder of the Collateral Interest be specially allocated gross interest income equal to the interest accrued during each Interest Period on the Collateral Interest. (b) Any Collateral Interest Holder Series 1997-B Certificates shall be required to represent and covenant in connection with its such acquisition of an interest in the Trust that (x) it has neither acquired, nor will it sell, trade or transfer any interest in the Trust or cause any interest in the Trust to be marketed on or through either (i) an "established securities market" within the meaning of Code section 7704(b)(1), including without limitation an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwiseotherwise or (ii) a "secondary market (or the substantial equivalent thereof)" within the meaning of Code section 7704(b)(2), including a market wherein interests in the Trust are regularly quoted by any person making a market in such interests and a market wherein any person regularly makes available bid or offer quotes with respect to interests in the Trust and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others, (y) unless the Transferor Seller consents otherwise, such holder (i) is properly classified as, and will remain classified as, a "corporation" as described in Code section 7701(a)(3) and (ii) is not, and will not become, an S corporation as described in Code section 1361, and (z) it will (i) cause any participant with respect to such interest otherwise permitted hereunder to make similar representations and covenants for the benefit of the Transferor Seller and the Trust and (ii) forward a copy of such representations and covenants to the Trustee. Each such holder shall further agree in connection with its acquisition of such interest that, in the event of any breach of its (or its participant's) representation and covenant that it (or its participant) is and shall remain classified as a corporation other than an S corporation, the Transferor Seller shall have the right to procure a replacement investor to replace such holder (or its participant), and further that such holder shall take all actions necessary to permit such replacement investor to succeed to its rights and obligations as a holder (or to the rights of its participant).

Tax Representation and Covenant. (a) It is the intention Any holder of the parties hereto that the Collateral Interest be treated under applicable tax law as indebtedness. In the event that the Collateral Interest is not so treated, it is the intention of the parties that the Collateral Interest be treated under applicable tax law as an interest in a partnership that owns the Receivables. In the event that the Collateral Interest is treated under applicable tax law as an interest Trust acquired pursuant to Section 12.01(b) in a partnership, it is the intention respect of the parties that the Collateral Interest be treated as guaranteed payments and, if for any reason it is not so treated, that the holder of the Collateral Interest be specially allocated gross interest income equal to the interest accrued during each Interest Period on the Collateral Interest. (b) Any Collateral Interest Holder Series 1996-K Certificates shall be required to represent and covenant in connection with its such acquisition of an interest in the Trust that (x) it has neither acquired, nor will it sell, trade or transfer any interest in the Trust or cause any interest in the Trust to be marketed on or through either (i) an "established securities market" within the meaning of Code section 7704(b)(1), including without limitation an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwiseotherwise or (ii) a "secondary market (or the substantial equivalent thereof)" within the meaning of Code section 7704(b)(2), including a market wherein interests in the Trust are regularly quoted by any person making a market in such interests and a market wherein any person regularly makes available bid or offer quotes with respect to interests in the Trust and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others, (y) unless the Transferor Seller consents otherwise, such holder (i) is properly classified as, and will remain classified as, a "corporation" as described in Code section 7701(a)(3) and (ii) is not, and will not become, an S corporation as described in Code section 1361, and (z) it will (i) cause any participant with respect to such interest otherwise permitted hereunder to make similar representations and covenants for the benefit of the Transferor Seller and the Trust and (ii) forward a copy of such representations and covenants to the Trustee. Each such holder shall further agree in connection with its acquisition of such interest that, in the event of any breach of its (or its participant's) representation and covenant that it (or its participant) is and shall remain classified as a corporation other than an S corporation, the Transferor Seller shall have the right to procure a replacement investor to replace such holder (or its participant), and further that such holder shall take all actions necessary to permit such replacement investor to succeed to its rights and obligations as a holder (or to the rights of its participant).

Tax Representation and Covenant. (a) It is the intention Any holder of the parties hereto that the Collateral Interest be treated under applicable tax law as indebtedness. In the event that the Collateral Interest is not so treated, it is the intention of the parties that the Collateral Interest be treated under applicable tax law as an interest in a partnership that owns the Receivables. In the event that the Collateral Interest is treated under applicable tax law as an interest Trust acquired pursuant to Section 12.01(b) in a partnership, it is the intention respect of the parties that the Collateral Interest be treated as guaranteed payments and, if for any reason it is not so treated, that the holder of the Collateral Interest be specially allocated gross interest income equal to the interest accrued during each Interest Period on the Collateral Interest. (b) Any Collateral Interest Holder Series 1996-M Certificates shall be required to represent and covenant in connection with its such acquisition of an interest in the Trust that (x) it has neither acquired, nor will it sell, trade or transfer any interest in the Trust or cause any interest in the Trust to be marketed on or through either (i) an "established securities market" within the meaning of Code section 7704(b)(1), including without limitation an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwiseotherwise or (ii) a "secondary market (or the substantial equivalent thereof)" within the meaning of Code section 7704(b)(2), including a market wherein interests in the Trust are regularly quoted by any person making a market in such interests and a market wherein any person regularly makes available bid or offer quotes with respect to interests in the Trust and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others, (y) unless the Transferor Seller consents otherwise, such holder (i) is properly classified as, and will remain classified as, a "corporation" as described in Code section 7701(a)(3) and (ii) is not, and will not become, an S corporation as described in Code section 1361, and (z) it will (i) cause any participant with respect to such interest otherwise permitted hereunder to make similar representations and covenants for the benefit of the Transferor Seller and the Trust and (ii) forward a copy of such representations and covenants to the Trustee. Each such holder shall further agree in connection with its acquisition of such interest that, in the event of any breach of its (or its participant's) representation and covenant that it (or its participant) is and shall remain classified as a corporation other than an S corporation, the Transferor Seller shall have the right to procure a replacement investor to replace such holder (or its participant), and further that such holder shall take all actions necessary to permit such replacement investor to succeed to its rights and obligations as a holder (or to the rights of its participant).

Tax Representation and Covenant. (a) It is the intention Any holder of the parties hereto that the Collateral Interest be treated under applicable tax law as indebtedness. In the event that the Collateral Interest is not so treated, it is the intention of the parties that the Collateral Interest be treated under applicable tax law as an interest in a partnership that owns the Receivables. In the event that the Collateral Interest is treated under applicable tax law as an interest Trust acquired pursuant to Section 12.01(b) in a partnership, it is the intention respect of the parties that the Collateral Interest be treated as guaranteed payments and, if for any reason it is not so treated, that the holder of the Collateral Interest be specially allocated gross interest income equal to the interest accrued during each Interest Period on the Collateral Interest. (b) Any Collateral Interest Holder Series 1997-E Certificates shall be required to represent and covenant in connection with its such acquisition of an interest in the Trust that (x) it has neither acquired, nor will it sell, trade or transfer any interest in the Trust or cause any interest in the Trust to be marketed on or through either (i) an "established securities market" within the meaning of Code section 7704(b)(1), including without limitation an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwiseotherwise or (ii) a "secondary market (or the substantial equivalent thereof)" within the meaning of Code section 7704(b)(2), including a market wherein interests in the Trust are regularly quoted by any person making a market in such interests and a market wherein any person regularly makes available bid or offer quotes with respect to interests in the Trust and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others, (y) unless the Transferor Seller consents otherwise, such holder (i) is properly classified as, and will remain classified as, a "corporation" as described in Code section 7701(a)(3) and (ii) is not, and will not become, an S corporation as described in Code section 1361, and (z) it will (i) cause any participant with respect to such interest otherwise permitted hereunder to make similar representations and covenants for the benefit of the Transferor Seller and the Trust and (ii) forward a copy of such representations and covenants to the Trustee. Each such holder shall further agree in connection with its acquisition of such interest that, in the event of any breach of its (or its participant's) representation and covenant that it (or its participant) is and shall remain classified as a corporation other than an S corporation, the Transferor Seller shall have the right to procure a replacement investor to replace such holder (or its participant), and further that such holder shall take all actions necessary to permit such replacement investor to succeed to its rights and obligations as a holder (or to the rights of its participant).

Tax Representation and Covenant. (a) It is the intention Any holder of the parties hereto that the Collateral Interest be treated under applicable tax law as indebtedness. In the event that the Collateral Interest is not so treated, it is the intention of the parties that the Collateral Interest be treated under applicable tax law as an interest in a partnership that owns the Receivables. In the event that the Collateral Interest is treated under applicable tax law as an interest Trust acquired pursuant to Section 12.01(b) in a partnership, it is the intention respect of the parties that the Collateral Interest be treated as guaranteed payments and, if for any reason it is not so treated, that the holder of the Collateral Interest be specially allocated gross interest income equal to the interest accrued during each Interest Period on the Collateral Interest. (b) Any Collateral Interest Holder Series 1996-J Certificates shall be required to represent and covenant in connection with its such acquisition of an interest in the Trust that (x) it has neither acquired, nor will it sell, trade or transfer any interest in the Trust or cause any interest in the Trust to be marketed on or through either (i) an "established securities market" within the meaning of Code section 7704(b)(1), including without limitation an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwiseotherwise or (ii) a "secondary market (or the substantial equivalent thereof)" within the meaning of Code section 7704(b)(2), including a market wherein interests in the Trust are regularly quoted by any person making a market in such interests and a market wherein any person regularly makes available bid or offer quotes with respect to interests in the Trust and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others, (y) unless the Transferor Seller consents otherwise, such holder (i) is properly classified as, and will remain classified as, a "corporation" as described in Code section 7701(a)(3) and (ii) is not, and will not become, an S corporation as described in Code section 1361, and (z) it will (i) cause any participant with respect to such interest otherwise permitted hereunder to make similar representations and covenants for the benefit of the Transferor Seller and the Trust and (ii) forward a copy of such representations and covenants to the Trustee. Each such holder shall further agree in connection with its acquisition of such interest that, in the event of any breach of its (or its participant's) representation and covenant that it (or its participant) is and shall remain classified as a corporation other than an S corporation, the Transferor Seller shall have the right to procure a replacement investor to replace such holder (or its participant), and further that such holder shall take all actions necessary to permit such replacement investor to succeed to its rights and obligations as a holder (or to the rights of its participant).

Tax Representation and Covenant. (a) It is the intention Any holder of the parties hereto that the Collateral Interest be treated under applicable tax law as indebtedness. In the event that the Collateral Interest is not so treated, it is the intention of the parties that the Collateral Interest be treated under applicable tax law as an interest in a partnership that owns the Receivables. In the event that the Collateral Interest is treated under applicable tax law as an interest Trust acquired pursuant to Section 12.01(b) in a partnership, it is the intention respect of the parties that the Collateral Interest be treated as guaranteed payments and, if for any reason it is not so treated, that the holder of the Collateral Interest be specially allocated gross interest income equal to the interest accrued during each Interest Period on the Collateral Interest. (b) Any Collateral Interest Holder Series 1997-F Certificates shall be required to represent and covenant in connection with its such acquisition of an interest in the Trust that (x) it has neither acquired, nor will it sell, trade or transfer any interest in the Trust or cause any interest in the Trust to be marketed on or through either (i) an "established securities market" within the meaning of Code section 7704(b)(1), including without limitation an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwiseotherwise or (ii) a "secondary market (or the substantial equivalent thereof)" within the meaning of Code section 7704(b)(2), including a market wherein interests in the Trust are regularly quoted by any person making a market in such interests and a market wherein any person regularly makes available bid or offer quotes with respect to interests in the Trust and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others, (y) unless the Transferor Seller consents otherwise, such holder (i) is properly classified as, and will remain classified as, a "corporation" as described in Code section 7701(a)(3) and (ii) is not, and will not become, an S corporation as described in Code section 1361, and (z) it will (i) cause any participant with respect to such interest otherwise permitted hereunder to make similar representations and covenants for the benefit of the Transferor Seller and the Trust and (ii) forward a copy of such representations and covenants to the Trustee. Each such holder shall further agree in connection with its acquisition of such interest that, in the event of any breach of its (or its participant's) representation and covenant that it (or its participant) is and shall remain classified as a corporation other than an S corporation, the Transferor Seller shall have the right to procure a replacement investor to replace such holder (or its participant), and further that such holder shall take all actions necessary to permit such replacement investor to succeed to its rights and obligations as a holder (or to the rights of its participant).

Tax Representation and Covenant. (a) It is the intention Any holder of the parties hereto that the Collateral Interest be treated under applicable tax law as indebtedness. In the event that the Collateral Interest is not so treated, it is the intention of the parties that the Collateral Interest be treated under applicable tax law as an interest in a partnership that owns the Receivables. In the event that the Collateral Interest is treated under applicable tax law as an interest Trust acquired pursuant to Section 12.01(b) in a partnership, it is the intention respect of the parties that the Collateral Interest be treated as guaranteed payments and, if for any reason it is not so treated, that the holder of the Collateral Interest be specially allocated gross interest income equal to the interest accrued during each Interest Period on the Collateral Interest. (b) Any Collateral Interest Holder Series 1998-J Certificates shall be required to represent and covenant in connection with its such acquisition of an interest in the Trust that (x) it has neither acquired, nor will it sell, trade or transfer any interest in the Trust or cause any interest in the Trust to be marketed on or through either (i) an "established securities market" within the meaning of Code section 7704(b)(1), including without limitation an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwiseotherwise or (ii) a "secondary market (or the substantial equivalent thereof)" within the meaning of Code section 7704(b)(2), including a market wherein interests in the Trust are regularly quoted by any person making a market in such interests and a market wherein any person regularly makes available bid or offer quotes with respect to interests in the Trust and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others, (y) unless the Transferor Seller consents otherwise, such holder (i) is properly classified as, and will remain classified as, a "corporation" as described in Code section 7701(a)(3) and (ii) is not, and will not become, an S corporation as described in Code section 1361, and (z) it will (i) cause any participant with respect to such interest otherwise permitted hereunder to make similar representations and covenants for the benefit of the Transferor Seller and the Trust and (ii) forward a copy of such representations and covenants to the Trustee. Each such holder shall further agree in connection with its acquisition of such interest that, in the event of any breach of its (or its participant's) representation and covenant that it (or its participant) is and shall remain classified as a corporation other than an S corporation, the Transferor Seller shall have the right to procure a replacement investor to replace such holder (or its participant), and further that such holder shall take all actions necessary to permit such replacement investor to succeed to its rights and obligations as a holder (or to the rights of its participant).

Tax Representation and Covenant. (a) It is the intention Any holder of the parties hereto that the Collateral Interest be treated under applicable tax law as indebtedness. In the event that the Collateral Interest is not so treated, it is the intention of the parties that the Collateral Interest be treated under applicable tax law as an interest in a partnership that owns the Receivables. In the event that the Collateral Interest is treated under applicable tax law as an interest Trust acquired pursuant to Section 12.01(b) in a partnership, it is the intention respect of the parties that the Collateral Interest be treated as guaranteed payments and, if for any reason it is not so treated, that the holder of the Collateral Interest be specially allocated gross interest income equal to the interest accrued during each Interest Period on the Collateral Interest. (b) Any Collateral Interest Holder Series 1997-N Certificates shall be required to represent and covenant in connection with its such acquisition of an interest in the Trust that (x) it has neither acquired, nor will it sell, trade or transfer any interest in the Trust or cause any interest in the Trust to be marketed on or through either (i) an "established securities market" within the meaning of Code section 7704(b)(1), including without limitation an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwiseotherwise or (ii) a "secondary market (or the substantial equivalent thereof)" within the meaning of Code section 7704(b)(2), including a market wherein interests in the Trust are regularly quoted by any person making a market in such interests and a market wherein any person regularly makes available bid or offer quotes with respect to interests in the Trust and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others, (y) unless the Transferor Seller consents otherwise, such holder (i) is properly classified as, and will remain classified as, a "corporation" as described in Code section 7701(a)(3) and (ii) is not, and will not become, an S corporation as described in Code section 1361, and (z) it will (i) cause any participant with respect to such interest otherwise permitted hereunder to make similar representations and covenants for the benefit of the Transferor Seller and the Trust and (ii) forward a copy of such representations and covenants to the Trustee. Each such holder shall further agree in connection with its acquisition of such interest that, in the event of any breach of its (or its participant's) representation and covenant that it (or its participant) is and shall remain classified as a corporation other than an S corporation, the Transferor Seller shall have the right to procure a replacement investor to replace such holder (or its participant), and further that such holder shall take all actions necessary to permit such replacement investor to succeed to its rights and obligations as a holder (or to the rights of its participant).

Tax Representation and Covenant. (a) It is the intention Any holder of the parties hereto that the Collateral Interest be treated under applicable tax law as indebtedness. In the event that the Collateral Interest is not so treated, it is the intention of the parties that the Collateral Interest be treated under applicable tax law as an interest in a partnership that owns the Receivables. In the event that the Collateral Interest is treated under applicable tax law as an interest Trust acquired pursuant to Section 12.01(b) in a partnership, it is the intention respect of the parties that the Collateral Interest be treated as guaranteed payments and, if for any reason it is not so treated, that the holder of the Collateral Interest be specially allocated gross interest income equal to the interest accrued during each Interest Period on the Collateral Interest. (b) Any Collateral Interest Holder Series 1998-G Certificates shall be required to represent and covenant in connection with its such acquisition of an interest in the Trust that (x) it has neither acquired, nor will it sell, trade or transfer any interest in the Trust or cause any interest in the Trust to be marketed on or through either (i) an "established securities market" within the meaning of Code section 7704(b)(1), including without limitation an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwiseotherwise or (ii) a "secondary market (or the substantial equivalent thereof)" within the meaning of Code section 7704(b)(2), including a market wherein interests in the Trust are regularly quoted by any person making a market in such interests and a market wherein any person regularly makes available bid or offer quotes with respect to interests in the Trust and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others, (y) unless the Transferor Seller consents otherwise, such holder (i) is properly classified as, and will remain classified as, a "corporation" as described in Code section 7701(a)(3) and (ii) is not, and will not become, an S corporation as described in Code section 1361, and (z) it will (i) cause any participant with respect to such interest otherwise permitted hereunder to make similar representations and covenants for the benefit of the Transferor Seller and the Trust and (ii) forward a copy of such representations and covenants to the Trustee. Each such holder shall further agree in connection with its acquisition of such interest that, in the event of any breach of its (or its participant's) representation and covenant that it (or its participant) is and shall remain classified as a corporation other than an S corporation, the Transferor Seller shall have the right to procure a replacement investor to replace such holder (or its participant), and further that such holder shall take all actions necessary to permit such replacement investor to succeed to its rights and obligations as a holder (or to the rights of its participant).

Tax Representation and Covenant. (a) It is the intention Any holder of the parties hereto that the Collateral Interest be treated under applicable tax law as indebtedness. In the event that the Collateral Interest is not so treated, it is the intention of the parties that the Collateral Interest be treated under applicable tax law as an interest in a partnership that owns the Receivables. In the event that the Collateral Interest is treated under applicable tax law as an interest Trust acquired pursuant to Section 12.01(b) in a partnership, it is the intention respect of the parties that the Collateral Interest be treated as guaranteed payments and, if for any reason it is not so treated, that the holder of the Collateral Interest be specially allocated gross interest income equal to the interest accrued during each Interest Period on the Collateral Interest. (b) Any Collateral Interest Holder Series 1997-K Certificates shall be required to represent and covenant in connection with its such acquisition of an interest in the Trust that (x) it has neither acquired, nor will it sell, trade or transfer any interest in the Trust or cause any interest in the Trust to be marketed on or through either (i) an "established securities market" within the meaning of Code section 7704(b)(1), including without limitation an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwiseotherwise or (ii) a "secondary market (or the substantial equivalent thereof)" within the meaning of Code section 7704(b)(2), including a market wherein interests in the Trust are regularly quoted by any person making a market in such interests and a market wherein any person regularly makes available bid or offer quotes with respect to interests in the Trust and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others, (y) unless the Transferor Seller consents otherwise, such holder (i) is properly classified as, and will remain classified as, a "corporation" as described in Code section 7701(a)(3) and (ii) is not, and will not become, an S corporation as described in Code section 1361, and (z) it will (i) cause any participant with respect to such interest otherwise permitted hereunder to make similar representations and covenants for the benefit of the Transferor Seller and the Trust and (ii) forward a copy of such representations and covenants to the Trustee. Each such holder shall further agree in connection with its acquisition of such interest that, in the event of any breach of its (or its participant's) representation and covenant that it (or its participant) is and shall remain classified as a corporation other than an S corporation, the Transferor Seller shall have the right to procure a replacement investor to replace such holder (or its participant), and further that such holder shall take all actions necessary to permit such replacement investor to succeed to its rights and obligations as a holder (or to the rights of its participant).

Tax Representation and Covenant. (a) It is the intention Any holder of the parties hereto that the Collateral Interest be treated under applicable tax law as indebtedness. In the event that the Collateral Interest is not so treated, it is the intention of the parties that the Collateral Interest be treated under applicable tax law as an interest in a partnership that owns the Receivables. In the event that the Collateral Interest is treated under applicable tax law as an interest Trust acquired pursuant to Section 12.01(b) in a partnership, it is the intention respect of the parties that the Collateral Interest be treated as guaranteed payments and, if for any reason it is not so treated, that the holder of the Collateral Interest be specially allocated gross interest income equal to the interest accrued during each Interest Period on the Collateral Interest. (b) Any Collateral Interest Holder Series 1996-H Certificates shall be required to represent and covenant in connection with its such acquisition of an interest in the Trust that (x) it has neither acquired, nor will it sell, trade or transfer any interest in the Trust or cause any interest in the Trust to be marketed on or through either (i) an "established securities market" within the meaning of Code section 7704(b)(1), including without limitation an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwiseotherwise or (ii) a "secondary market (or the substantial equivalent thereof)" within the meaning of Code section 7704(b)(2), including a market wherein interests in the Trust are regularly quoted by any person making a market in such interests and a market wherein any person regularly makes available bid or offer quotes with respect to interests in the Trust and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others, (y) unless the Transferor Seller consents otherwise, such holder (i) is properly classified as, and will remain classified as, a "corporation" as described in Code section 7701(a)(3) and (ii) is not, and will not become, an S corporation as described in Code section 1361, and (z) it will (i) cause any participant with respect to such interest otherwise permitted hereunder to make similar representations and covenants for the benefit of the Transferor Seller and the Trust and (ii) forward a copy of such representations and covenants to the Trustee. Each such holder shall further agree in connection with its acquisition of such interest that, in the event of any breach of its (or its participant's) representation and covenant that it (or its participant) is and shall remain classified as a corporation other than an S corporation, the Transferor Seller shall have the right to procure a replacement investor to replace such holder (or its participant), and further that such holder shall take all actions necessary to permit such replacement investor to succeed to its rights and obligations as a holder (or to the rights of its participant).

Tax Representation and Covenant. (a) It is the intention of the parties hereto that the Collateral Interest be treated under applicable tax law as indebtedness. In the event that the Collateral Interest is not so treated, it is the intention of the parties that the Collateral Interest be treated under applicable tax law as an interest in a partnership that owns the Receivables. In the event that the Collateral Interest is treated under applicable tax law as an interest in a partnership, it is the intention of the parties that the Collateral Interest be treated as guaranteed payments and, if for any reason it is not so treated, that the holder of the Collateral Interest be specially allocated gross interest income equal to the interest accrued accruing during each Interest Period on the Collateral Interest. (b) Any Collateral Interest Holder shall be required to represent and covenant in connection with its acquisition of an interest in the Trust (xi) it has neither acquired, nor will it sell, trade or transfer any interest in the Trust or cause any interest in the Trust to be marketed on or through an "established securities market" within the meaning of Code section 7704(b)(1), including without limitation limitation, an interdealer quotation system that regularly disseminates firm from buy or sell quotations by identified brokers or dealers by electronic means or otherwise, (yii) unless the Transferor consents otherwise, such holder (ix) is properly classified as, and will remain classified as, a "corporation" as described in Code section 7701(a)(3) and (iiy) is not, and will not become, an S corporation as described in Code section 1361, and (ziii) it will (ix) cause any participant with respect to such interest otherwise permitted hereunder to make similar representations and covenants for the benefit of the Transferor and the Trust and (iiy) forward a copy of such representations and covenants to the Trustee. Each such holder shall further agree in connection with its acquisition of such interest that, in the event of any breach of its (or its participant's) representation and covenant that it (or its participant) is and shall remain classified as a corporation other than an S corporation, the Transferor shall have the right to procure a replacement investor to replace such holder (or its participant), and further further, that such holder shall take all actions action necessary to permit such replacement investor to succeed to its rights and obligations as a holder (or to the rights of its participant).

Tax Representation and Covenant. (a) It is the intention Any holder of the parties hereto that the Collateral Interest be treated under applicable tax law as indebtedness. In the event that the Collateral Interest is not so treated, it is the intention of the parties that the Collateral Interest be treated under applicable tax law as an interest in a partnership that owns the Receivables. In the event that the Collateral Interest is treated under applicable tax law as an interest Trust acquired pursuant to Section 12.01(b) in a partnership, it is the intention respect of the parties that the Collateral Interest be treated as guaranteed payments and, if for any reason it is not so treated, that the holder of the Collateral Interest be specially allocated gross interest income equal to the interest accrued during each Interest Period on the Collateral Interest. (b) Any Collateral Interest Holder Series 1997-B Certificates shall be required to represent and covenant in connection with its such acquisition of an interest in the Trust that (x) it has neither acquired, nor will it sell, trade or transfer any interest in the Trust or cause any interest in the Trust to be marketed on or through either (i) an "established securities market" within the meaning of Code section 7704(b)(1), including without limitation an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwiseotherwise or (ii) a "secondary market (or the substantial equivalent thereof)" within the meaning of Code section 7704(b)(2), including a market wherein interests in the Trust are regularly quoted by any person making a market in such interests and a market wherein any person regularly makes available bid or offer quotes with respect to interests in the Trust and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others, (y) unless the Transferor consents otherwise, such holder (i) is properly classified as, and will remain classified as, a "corporation" as described in Code section 7701(a)(3) and (ii) is not, and will not become, an S corporation as described in Code section 1361, and (z) it will (i) cause any participant with respect to such interest otherwise permitted hereunder to make similar representations and covenants for the benefit of the Transferor and the Trust and (ii) forward a copy of such representations and covenants to the Trustee. Each such holder shall further agree in connection with its acquisition of such interest that, in the event of any breach of its (or its participant's) representation and covenant that it (or its participant) is and shall remain classified as a corporation other than an S corporation, the Transferor shall have the right to procure a replacement investor to replace such holder (or its participant), and further that such holder shall take all actions necessary to permit such replacement investor to succeed to its rights and obligations as a holder (or to the rights of its participant).

Tax Representation and Covenant. (a) It is the intention Any holder of the parties hereto that the Collateral Interest be treated under applicable tax law as indebtedness. In the event that the Collateral Interest is not so treated, it is the intention of the parties that the Collateral Interest be treated under applicable tax law as an interest in a partnership that owns the Receivables. In the event that the Collateral Interest is treated under applicable tax law as an interest Trust acquired pursuant to Section 12.01(b) in a partnership, it is the intention respect of the parties that the Collateral Interest be treated as guaranteed payments and, if for any reason it is not so treated, that the holder of the Collateral Interest be specially allocated gross interest income equal to the interest accrued during each Interest Period on the Collateral Interest. (b) Any Collateral Interest Holder Series 1998-A Certificates shall be required to represent and covenant in connection with its such acquisition of an interest in the Trust that (x) it has neither acquired, nor will it sell, trade or transfer any interest in the Trust or cause any interest in the Trust to be marketed on or through either (i) an "established securities market" within the meaning of Code section 7704(b)(1), including without limitation an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwiseotherwise or (ii) a "secondary market (or the substantial equivalent thereof)" within the meaning of Code section 7704(b)(2), including a market wherein interests in the Trust are regularly quoted by any person making a market in such interests and a market wherein any person regularly makes available bid or offer quotes with respect to interests in the Trust and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others, (y) unless the Transferor Seller consents otherwise, such holder (i) is properly classified as, and will remain classified as, a "corporation" as described in Code section 7701(a)(3) and (ii) is not, and will not become, an S corporation as described in Code section 1361, and (z) it will (i) cause any participant with respect to such interest otherwise permitted hereunder to make similar representations and covenants for the benefit of the Transferor Seller and the Trust and (ii) forward a copy of such representations and covenants to the Trustee. Each such holder shall further agree in connection with its acquisition of such interest that, in the event of any breach of its (or its participant's) representation and covenant that it (or its participant) is and shall remain classified as a corporation other than an S corporation, the Transferor Seller shall have the right to procure a replacement investor to replace such holder (or its participant), and further that such holder shall take all actions necessary to permit such replacement investor to succeed to its rights and obligations as a holder (or to the rights of its participant).

Tax Representation and Covenant. (a) It is the intention of the parties hereto that the Collateral Interest be treated under applicable tax law as indebtedness. In the event that the Collateral Interest is not so treated, it is the intention of the parties that the Collateral Interest be treated under applicable tax law as an interest in a partnership that owns the Receivables. In the event that the Collateral Interest is treated under applicable tax law as an interest in a partnership, it is the intention of the parties that the Collateral Interest be treated as guaranteed payments and, if for any reason it is not so treated, that the holder of the Collateral Interest be specially allocated gross interest income equal to the interest accrued during each Interest Period on the Collateral Interest. (b) Any Collateral Interest Holder shall be required to represent and covenant in connection with its such acquisition of an interest in the Trust that (x) it has neither acquired, nor will it sell, trade or transfer any interest in the Trust or cause any interest in the Trust to be marketed on or through either (i) an "established securities market" within the meaning of Code section 7704(b)(1), including without limitation an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwiseotherwise or (ii) a "secondary market" within the meaning of Code section 7704(b)(2), including a market wherein interests in the Trust are regularly quoted by any person making a market in such interests and a market wherein any person regularly makes available bid or offer quotes with respect to interests in the Trust and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others, (y) unless the Transferor consents otherwise, such holder (i) is properly classified as, and will remain classified as, a "corporation" as described in Code section 7701(a)(3) and (ii) is not, and will not become, an S corporation as described in Code section 1361, and (z) it will (i) cause any participant with respect to such interest otherwise permitted hereunder to make similar representations and covenants for the benefit of the Transferor and the Trust and (ii) forward a copy of such representations and covenants to the Trustee. Each such holder shall further agree in connection with its acquisition of such interest that, in the event of any breach of its (or its participant's) representation and covenant that it (or its participant) is and shall remain classified as a corporation other than an S corporation, the Transferor shall have the right to procure a replacement investor to replace such holder (or its participant), and further that such holder shall take all actions necessary to permit such replacement investor to succeed to its rights and obligations as a holder (or to the rights of its participant).

Tax Representation and Covenant. (a) It is the intention Any holder of the parties hereto that the Collateral Interest be treated under applicable tax law as indebtedness. In the event that the Collateral Interest is not so treated, it is the intention of the parties that the Collateral Interest be treated under applicable tax law as an interest in a partnership that owns the Receivables. In the event that the Collateral Interest is treated under applicable tax law as an interest Trust acquired pursuant to Section 12.1(b) in a partnership, it is the intention respect of the parties that the Collateral Interest be treated as guaranteed payments and, if for any reason it is not so treated, that the holder of the Collateral Interest be specially allocated gross interest income equal to the interest accrued during each Interest Period on the Collateral Interest. (b) Any Collateral Interest Holder Series 1996-4 Certificates shall be required to represent and covenant in connection with its such acquisition of an interest in the Trust that (x) it has neither acquired, nor will it sell, trade or transfer any interest in the Trust or cause any interest in the Trust to be marketed on or through either (i) an "established securities market" within the meaning of Code section 7704(b)(1), including without limitation an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwiseotherwise or (ii) a "secondary market" within the meaning of Code section 7704(b)(2), including a market wherein interests in the Trust are regularly quoted by any person making a market in such interests and a market wherein any person regularly makes available bid or offer quotes with respect to interests in the Trust and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others, (y) unless the Transferor consents otherwise, such holder (i) is properly classified as, and will remain classified as, a "corporation" as described in Code section 7701(a)(3) and (ii) is not, and will not become, an S corporation as described in Code section 1361, and (z) it will (i) cause any participant with respect to such interest otherwise permitted hereunder to make similar representations and covenants for the benefit of the Transferor and the Trust and (ii) forward a copy of such representations and covenants to the Trustee. Each such holder shall further agree in connection with its acquisition of such interest that, in the event of any breach of its (or its participant's) representation and covenant that it (or its participant) is and shall remain classified as a corporation other than an S corporation, the Transferor shall have the right to procure a replacement investor to replace such holder (or its participant), and further that such holder shall take all actions necessary to permit such replacement investor to succeed to its rights and obligations as a holder (or to the rights of its participant).

Tax Representation and Covenant. (a) It is the intention of the parties hereto that the Collateral Interest be treated under applicable tax law as indebtedness. In the event that the Collateral Interest is not so treated, it is the intention of the parties that the Collateral Interest be treated under applicable tax law as an interest in a partnership that owns the Receivables. In the event that the Collateral Interest is treated under applicable tax law as an interest in a partnership, it is the intention of the parties that the Collateral Interest be treated as guaranteed payments and, if for any reason it is not so treated, that the Any holder of the Collateral Interest be specially allocated gross interest income equal to the interest accrued during each Interest Period on the Collateral Interest. (b) Any Collateral Interest Holder a Partnership Certificate shall be required to represent and covenant in connection with its such acquisition of an interest in the Trust that (x) it has neither acquired, nor will it sell, trade or transfer any interest in the Trust or cause any interest in the Trust to be marketed on or through either (i) an "established securities market" within the meaning of Code section 7704(b)(1), including without limitation an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwiseotherwise or (ii) a "secondary market" within the meaning of Code section 7704(b)(2), including a market wherein interests in the Trust are regularly quoted by any person making a market in such interests and a market wherein any person regularly makes available bid or offer quotes with respect to interests in the Trust and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others, (y) unless the Transferor consents otherwise, such holder (i) is properly classified as, and will remain classified as, a "corporation" as described in Code section 7701(a)(3) and (ii) is not, and will not become, an S corporation as described in Code section 1361, and (z) it will (i) cause any participant with respect to such interest otherwise permitted hereunder to make similar representations and covenants for the benefit of the Transferor and the Trust and (ii) forward a copy of such representations and covenants to the Trustee. Each such holder shall further agree in connection with its acquisition of such interest that, in the event of any breach of its (or its participant's) representation and covenant that it (or its participant) is and shall remain classified as a corporation other than an S corporation, the Transferor shall have the right to procure a replacement investor to replace such holder (or its participant), and further that such holder shall take all actions necessary to permit such replacement investor to succeed to its rights and obligations as a holder (or to the rights of its participant).

Tax Representation and Covenant. (a) It is the intention of the parties hereto that the Collateral Interest be treated under applicable tax law as indebtedness. In the event that the Collateral Interest is not so treated, it is the intention of the parties that the Collateral Interest be treated under applicable tax law as an interest in a partnership that owns the Receivables. In the event that the Collateral Interest is treated under applicable tax law as an interest in a partnership, it is the intention of the parties that the Collateral Interest be treated as guaranteed payments and, if for any reason it is not so treated, that the holder of the Collateral Interest be specially allocated gross interest income equal to the interest accrued during each Interest Period on the Collateral Interest. (b) Any Collateral ------------------------------- Interest Holder shall be required to represent and covenant in connection with its such acquisition of an interest in the Trust that (x) it has neither acquired, nor will it sell, trade or transfer any interest in the Trust or cause any interest in the Trust to be marketed on or through either (i) an "established securities market" within the meaning of Code section 7704(b)(1), including without limitation an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwiseotherwise or (ii) a "secondary market" within the meaning of Code section 7704(b)(2), including a market wherein interests in the Trust are regularly quoted by any person making a market in such interests and a market wherein any person regularly makes available bid or offer quotes with respect to interests in the Trust and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others, (y) unless the Transferor consents otherwise, such holder (i) is properly classified as, and will remain classified as, a "corporation" as described in Code section 7701(a)(3) and (ii) is not, and will not become, an S corporation as described in Code section 1361, and (z) it will (i) cause any participant with respect to such interest otherwise permitted hereunder to make similar representations and covenants for the benefit of the Transferor and the Trust and (ii) forward a copy of such representations and covenants to the Trustee. Each such holder shall further agree in connection with its acquisition of such interest that, in the event of any breach of its (or its participant's) representation and covenant that it (or its participant) is and shall remain classified as a corporation other than an S corporation, the Transferor shall have the right to procure a replacement investor to replace such holder (or its participant), and further that such holder shall take all actions necessary to permit such replacement investor to succeed to its rights and obligations as a holder (or to the rights of its participant).

Tax Representation and Covenant. (a) It is the intention Any holder of the parties hereto that the Collateral Interest be treated under applicable tax law as indebtedness. In the event that the Collateral Interest is not so treated, it is the intention of the parties that the Collateral Interest be treated under applicable tax law as an interest in a partnership that owns the Receivables. In the event that the Collateral Interest is treated under applicable tax law as an interest Trust acquired pursuant to Section 12.01(b) in a partnership, it is the intention respect of the parties that the Collateral Interest be treated as guaranteed payments and, if for any reason it is not so treated, that the holder of the Collateral Interest be specially allocated gross interest income equal to the interest accrued during each Interest Period on the Collateral Interest. (b) Any Collateral Interest Holder Series 1998-I Certificates shall be required to represent and covenant in connection with its such acquisition of an interest in the Trust that (x) it has neither acquired, nor will it sell, trade or transfer any interest in the Trust or cause any interest in the Trust to be marketed on or through either (i) an "established securities market" within the meaning of Code section 7704(b)(1), including without limitation an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwiseotherwise or (ii) a "secondary market (or the substantial equivalent thereof)" within the meaning of Code section 7704(b)(2), including a market wherein interests in the Trust are regularly quoted by any person making a market in such interests and a market wherein any person regularly makes available bid or offer quotes with respect to interests in the Trust and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others, (y) unless the Transferor Seller consents otherwise, such holder (i) is properly classified as, and will remain classified as, a "corporation" as described in Code section 7701(a)(3) and (ii) is not, and will not become, an S corporation as described in Code section 1361, and (z) it will (i) cause any participant with respect to such interest otherwise permitted hereunder to make similar representations and covenants for the benefit of the Transferor Seller and the Trust and (ii) forward a copy of such representations and covenants to the Trustee. Each such holder shall further agree in connection with its acquisition of such interest that, in the event of any breach of its (or its participant's) representation and covenant that it (or its participant) is and shall remain classified as a corporation other than an S corporation, the Transferor Seller shall have the right to procure a replacement investor to replace such holder (or its participant), and further that such holder shall take all actions necessary to permit such replacement investor to succeed to its rights and obligations as a holder (or to the rights of its participant).

Tax Representation and Covenant. (a) It is the intention Any holder of the parties hereto that the Collateral Interest be treated under applicable tax law as indebtedness. In the event that the Collateral Interest is not so treated, it is the intention of the parties that the Collateral Interest be treated under applicable tax law as an interest in a partnership that owns the Receivables. In the event that the Collateral Interest is treated under applicable tax law as an interest Trust acquired pursuant to Section 12.01(b) in a partnership, it is the intention respect of the parties that the Collateral Interest be treated as guaranteed payments and, if for any reason it is not so treated, that the holder of the Collateral Interest be specially allocated gross interest income equal to the interest accrued during each Interest Period on the Collateral Interest. (b) Any Collateral Interest Holder Series 1997-M Certificates shall be required to represent and covenant in connection with its such acquisition of an interest in the Trust that (x) it has neither acquired, nor will it sell, trade or transfer any interest in the Trust or cause any interest in the Trust to be marketed on or through either (i) an "established securities market" within the meaning of Code section 7704(b)(1), including without limitation an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwiseotherwise or (ii) a "secondary market (or the substantial equivalent thereof)" within the meaning of Code section 7704(b)(2), including a market wherein interests in the Trust are regularly quoted by any person making a market in such interests and a market wherein any person regularly makes available bid or offer quotes with respect to interests in the Trust and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others, (y) unless the Transferor Seller consents otherwise, such holder (i) is properly classified as, and will remain classified as, a "corporation" as described in Code section 7701(a)(3) and (ii) is not, and will not become, an S corporation as described in Code section 1361, and (z) it will (i) cause any participant with respect to such interest otherwise permitted hereunder to make similar representations and covenants for the benefit of the Transferor Seller and the Trust and (ii) forward a copy of such representations and covenants to the Trustee. Each such holder shall further agree in connection with its acquisition of such interest that, in the event of any breach of its (or its participant's) representation and covenant that it (or its participant) is and shall remain classified as a corporation other than an S corporation, the Transferor Seller shall have the right to procure a replacement investor to replace such holder (or its participant), and further that such holder shall take all actions necessary to permit such replacement investor to succeed to its rights and obligations as a holder (or to the rights of its participant).