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 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 an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended, the “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 and/or the Seller; and (iii) 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, from or otherwise involving the 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 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, 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., U.K. it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended, the “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 and/or the Seller; Seller and (iii) 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, from or otherwise involving the U.K.