Common use of Underwriter Representations, Warranties and Covenants Clause in Contracts

Underwriter Representations, Warranties and Covenants. A. Each Underwriter, severally and not jointly, agrees that, without the prior consent of GMF, it will not provide to any “nationally recognized statistical rating organization” (within the meaning of the Exchange Act) (a “NRSRO”) any information, written or oral, related to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement, or any other information that could be reasonably determined to be relevant to (x) determining an initial credit rating for the Offered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)) or (y) undertaking credit rating surveillance for the Offered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)); provided, however, that if an Underwriter receives any communication from a NRSRO with respect to the Offered Notes, such Underwriter is authorized to inform such NRSRO that it will respond to the communication only with a designated representative from GMF. B. Each Underwriter, severally and not jointly, represents and agrees that (i) it has only communicated or caused to be communicated and 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 Financial Services and Markets Xxx 0000 (“FSMA”)) received by it in connection with the issue or sale of the Offered Notes in circumstances in which section 21(1) of the FSMA does not apply to the Trust or the Depositor and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Notes in, for or otherwise involving the United Kingdom. C. Each Underwriter, severally and not jointly, represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes to any retail investor in the European Economic Area. For the purposes of this Section 19(C), the expression “retail investor” means a person who is one (or more) of the following:

Underwriter Representations, Warranties and Covenants. A. Each Underwriter, severally and not jointly, agrees that, without the prior consent of GMF, it will not provide to any “nationally recognized statistical rating organization” (within the meaning of the Exchange Act) (a “NRSRO”) any information, written or oral, related to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement, or any other information that could be reasonably determined to be relevant to (x) determining an initial credit rating for the Offered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)) or (y) undertaking credit rating surveillance for the Offered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)); provided, however, that if an Underwriter receives any communication from a NRSRO with respect to the Offered Notes, such Underwriter is authorized to inform such NRSRO that it will respond to the communication only with a designated representative from GMF. B. Each Underwriter, severally and not jointly, represents and agrees that (i) it has not offered, sold or otherwise made available, and will not offer, sell or otherwise make available, any Offered Notes which are the subject of the offering contemplated by the Prospectus to any U.K. Retail Investor in the United Kingdom (the “U.K.”); (ii) in the U.K., it has only communicated or caused to be communicated and will only communicate or cause to be communicated any an invitation or inducement to engage in investment activity (within the meaning of section Section 21 of the Financial Services and Markets Xxx 0000 (as amended, the “FSMA”)) received by it in connection with the issue or sale of the Offered Notes in circumstances in which section Section 21(1) of the FSMA does not apply to the Trust or and/or the Depositor Seller; and (iiiii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Notes in, for from or otherwise involving the United Kingdom. C. Each Underwriter, severally and not jointly, represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes to any retail investor in the European Economic Area. For the purposes of this Section 19(C), the expression “retail investor” means a person who is one (or more) of the following:U.K.

Underwriter Representations, Warranties and Covenants. A. Each Underwriter, severally and not jointly, agrees that, without the prior consent of GMF, it will not provide to any “nationally recognized statistical rating organization” (within the meaning of the Exchange Act) (a “NRSRO”) any information, written or oral, related to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement, or any other information that could be reasonably determined to be relevant to (x) determining an initial credit rating for the Offered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)) or (y) undertaking credit rating surveillance for the Offered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)); provided, however, that if an Underwriter receives any communication from a NRSRO with respect to the Offered Notes, such Underwriter is authorized to inform such NRSRO that it will respond to the communication only with a designated representative from GMF. B. Each Underwriter, severally and not jointly, represents and agrees that (i) it has only communicated or caused to be communicated and 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 Financial Services and Markets Xxx 0000 (“FSMA”)) received by it in connection with the issue or sale of the Offered Notes in circumstances in which section 21(1) of the FSMA does not apply to the Trust or the Depositor and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Notes in, for or otherwise involving the United Kingdom. C. Each Underwriter, severally and not jointly, represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes to any retail investor in the European Economic AreaArea or the United Kingdom. For the purposes of this Section 19(C), the expression “retail investor” means a person who is one (or more) of the following:

Underwriter Representations, Warranties and Covenants. A. Each Underwriter, severally and not jointly, agrees that, without the prior consent of GMF, it will not provide to any “nationally recognized statistical rating organization” (within the meaning of the Exchange Act) (a “NRSRO”) any information, written or oral, related to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement, or any other information that could be reasonably determined to be relevant to (x) determining an initial credit rating for the Offered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)) or (y) undertaking credit rating surveillance for the Offered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)); provided, however, that if an Underwriter receives any communication from a NRSRO with respect to the Offered Notes, such Underwriter is authorized to inform such NRSRO that it will respond to the communication only with a designated representative from GMF. B. Each Underwriter, severally and not jointly, represents and agrees that (i) it has not offered, sold or otherwise made available, and will not offer, sell or otherwise make available, any Offered Notes which are the subject of the offering contemplated by the Prospectus to any U.K. Retail Investor in the United Kingdom (the “U.K.”); (ii) in the U.K., it has only communicated or caused to be communicated and will only communicate or cause to be communicated any an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Xxx 0000 (“FSMA”)) received by it in connection with the issue or sale of the Offered Notes in circumstances in which section 21(1) of the FSMA does not apply to the Trust or and/or the Depositor Depositor; and (iiiii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Notes in, for from or otherwise involving the United Kingdom. C. Each Underwriter, severally and not jointly, represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes to any retail investor in the European Economic Area. For the purposes of this Section 19(C), the expression “retail investor” means a person who is one (or more) of the following:U.K.

Underwriter Representations, Warranties and Covenants. A. Each Underwriter, Underwriter severally and not jointly, jointly agrees that, without the prior consent of GMF, it will not provide to any “nationally recognized statistical rating organization” (within the meaning of the Exchange Act) (a “NRSRO”) any information, written or oral, related to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement, or any other information that could be reasonably determined to be relevant to (x) determining an initial credit rating for the Offered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)) or (y) undertaking credit rating surveillance for the Offered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)); provided, however, that if an Underwriter receives any communication from a NRSRO with respect to the Offered Notes, such Underwriter is authorized to inform such NRSRO that it will respond to the communication only with a designated representative from GMF. B. Each Underwriter, Underwriter severally and not jointly, jointly represents and agrees that (i) it has only communicated or caused to be communicated and 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 Financial Services and Markets Xxx 0000 (“FSMA”)) received by it in connection with the issue or sale of the Offered Notes in circumstances in which section 21(1) of the FSMA does not apply to the Trust or the Depositor and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Notes in, for or otherwise involving the United Kingdom. C. Each Underwriter, severally and not jointly, represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes to any retail investor in the European Economic Area. For the purposes of this Section 19(C), the expression “retail investor” means a person who is one (or more) of the following:

Underwriter Representations, Warranties and Covenants. A. Each Underwriter, Underwriter severally and not jointly, jointly agrees that, without the prior consent of GMF, it will not provide to any “nationally recognized statistical rating organization” (within the meaning of the Exchange Act) (a “NRSRO”) any information, written or oral, related to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement, or any other information that could be reasonably determined to be relevant to (x) determining an initial credit rating for the Offered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)) or (y) undertaking credit rating surveillance for the Offered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)); provided, however, that if an Underwriter receives any communication from a NRSRO with respect to the Offered Notes, such Underwriter is authorized to inform such NRSRO that it will respond to the communication only with a designated representative from GMF. B. Each Underwriter, Underwriter severally and not jointly, jointly represents and agrees that (i) it has only communicated or caused to be communicated and 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 Financial Services and Markets Xxx 0000 (“FSMA”)) received by it in connection with the issue or sale of the Offered Notes in circumstances in which section 21(1) of the FSMA does not apply to the Trust or the Depositor and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Notes in, for or otherwise involving the United Kingdom. C. Each Underwriter, severally and not jointly, represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes to any retail investor in the European Economic Area. For the purposes of this Section 19(C), the expression “retail investor” means a person who is one (or more) of the following:

Underwriter Representations, Warranties and Covenants. A. Each Underwriter, severally and not jointly, agrees that, without the prior consent of GMF, it will not provide to any “nationally recognized statistical rating organization” (within the meaning of the Exchange Act) (a “NRSRO”) any information, written or oral, related to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement, or any other information that could be reasonably determined to be relevant to (x) determining an initial credit rating for the Offered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)) or (y) undertaking credit rating surveillance for the Offered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)); provided, however, that if an Underwriter receives any communication from a NRSRO with respect to the Offered Notes, such Underwriter is authorized to inform such NRSRO that it will respond to the communication only with a designated representative from GMF. B. Each Underwriter, severally and not jointly, represents and agrees that (i) it has not offered, sold or otherwise made available, and will not offer, sell or otherwise make available, any Offered Notes which are the subject of the offering contemplated by the Prospectus to any U.K. Retail Investor in the United Kingdom (the “U.K.”); (ii) in the U.K., it has only communicated or caused to be communicated and will only communicate or cause to be communicated any an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Xxx 0000 (“FSMA”)) received by it in connection with the issue or sale of the Offered Notes in circumstances in which section 21(1) of the FSMA does not apply to the Trust or and/or the Depositor Seller; and (iiiii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Notes in, for from or otherwise involving the United Kingdom. C. Each Underwriter, severally and not jointly, represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes to any retail investor in the European Economic Area. For the purposes of this Section 19(C), the expression “retail investor” means a person who is one (or more) of the following:U.K.

Underwriter Representations, Warranties and Covenants. A. Each Underwriter, Underwriter severally and not jointly, jointly agrees that, without the prior consent of GMF, it they will not provide to any “nationally recognized statistical rating organization” (within the meaning of the Exchange Act) (a “NRSRO”) any information, written or oral, related to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement, or any other information that could be reasonably determined to be relevant to (x) determining an initial credit rating for the Offered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)) or (y) undertaking credit rating surveillance for the Offered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D17g- 5(a)(3)(iii)(D)); provided, however, that if an Underwriter receives any communication from a NRSRO with respect to the Offered Notes, such Underwriter is authorized to inform such NRSRO that it will respond to the communication only with a designated representative from GMF. B. Each Underwriter, Underwriter severally and not jointly, jointly represents and agrees that (i) it has only communicated or caused to be communicated and 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 Financial Services and Markets Xxx 0000 (“FSMA”)) received by it in connection with the issue or sale of the Offered Notes in circumstances in which section 21(1) of the FSMA does not apply to the Trust or the Depositor and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Notes in, for or otherwise involving the United Kingdom. C. Each Underwriter, severally and not jointly, represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes to any retail investor in the European Economic Area. For the purposes of this Section 19(C), the expression “retail investor” means a person who is one (or more) of the following:

Underwriter Representations, Warranties and Covenants. A. Each Underwriter, severally and not jointly, agrees that, without the prior consent of GMF, it will not provide to any “nationally recognized statistical rating organization” (within the meaning of the Exchange Act) (a “NRSRO”) any information, written or oral, related to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement, or any other information that could be reasonably determined to be relevant to (x) determining an initial credit rating for the Offered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)) or (y) undertaking credit rating surveillance for the Offered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)); provided, however, that if an Underwriter receives any communication from a NRSRO with respect to the Offered Notes, such Underwriter is authorized to inform such NRSRO that it will respond to the communication only with a designated representative from GMF. B. Each Underwriter, severally and not jointly, represents and agrees that (i) it has only communicated or caused to be communicated and 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 Financial Services and Markets Xxx Axx 0000 (“FSMA”)) received by it in connection with the issue or sale of the Offered Notes in circumstances in which section 21(1) of the FSMA does not apply to the Trust or the Depositor and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Notes in, for or otherwise involving the United Kingdom. C. Each Underwriter, severally and not jointly, represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes to any retail investor in the European Economic AreaArea or the United Kingdom. For the purposes of this Section 19(C), the expression “retail investor” means a person who is one (or more) of the following:

Underwriter Representations, Warranties and Covenants. A. Each Underwriter, severally and not jointly, agrees that, without the prior consent of GMF, it will not provide to any “nationally recognized statistical rating organization” (within the meaning of the Exchange Act) (a “NRSRO”) any information, written or oral, related to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement, or any other information that could be reasonably determined to be relevant to (x) determining an initial credit rating for the Offered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)) or (y) undertaking credit rating surveillance for the Offered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)); provided, however, that if an Underwriter receives any communication from a NRSRO with respect to the Offered Notes, such Underwriter is authorized to inform such NRSRO that it will respond to the communication only with a designated representative from GMF. B. Each Underwriter, severally and not jointly, represents and agrees that (i) it has only communicated or caused to be communicated and 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 Financial Services and Markets Xxx 0000 (“FSMA”)) received by it in connection with the issue or sale of the Offered Notes in circumstances in which section 21(1) of the FSMA does not apply to the Trust or the Depositor and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Notes in, for or otherwise involving the United Kingdom. C. Each Underwriter, severally and not jointly, represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes to any retail investor in the European Economic AreaArea or the United Kingdom. For the purposes of this Section 19(C), the expression “retail investor” means a person who is one (or more) of the following:

Underwriter Representations, Warranties and Covenants. A. Each Underwriter, severally and not jointly, agrees that, without the prior consent of GMF, it will not provide to any “nationally recognized statistical rating organization” (within the meaning of the Exchange Act) (a “NRSRO”) any information, written or oral, related to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement, or any other information that could be reasonably determined to be relevant to (x) determining an initial credit rating for the Offered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)) or (y) undertaking credit rating surveillance for the Offered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)); provided, however, that if an Underwriter receives any communication from a NRSRO with respect to the Offered Notes, such Underwriter is authorized to inform such NRSRO that it will respond to the communication only with a designated representative from GMF. B. Each Underwriter, Underwriter represents and agrees severally and not jointly, represents and agrees jointly that (i) it has not offered, sold or otherwise made available, and will not offer, sell or otherwise make available, any Offered Notes which are the subject of the offering contemplated by the Prospectus to any U.K. Retail Investor in the United Kingdom (the “U.K.”); (ii) in the U.K., it has only communicated or caused to be communicated and will only communicate or cause to be communicated any an invitation or inducement to engage in investment activity (within the meaning of section Section 21 of the Financial Services and Markets Xxx 0000 (as amended, the “FSMA”)) received by it in connection with the issue or sale of the Offered Notes in circumstances in which section Section 21(1) of the FSMA does not apply to the Trust or and/or the Depositor Seller; and (iiiii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Notes in, for from or otherwise involving the United Kingdom. C. Each Underwriter, severally and not jointly, represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes to any retail investor in the European Economic Area. For the purposes of this Section 19(C), the expression “retail investor” means a person who is one (or more) of the following:U.K.