A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A (A "QIB")
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB TO WHOM NOTICE IS
GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A.
UNLESS YOU (I) ARE ACQUIRING THIS NOTE FROM ONDECK ASSET SECURITIZATION TRUST II
LLC OR THE INTIAL PURCHASER ON THE CLOSING DATE (II) ARE (A) AN "EMPLOYEE
BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THAT IS SUBJECT TO TITLE I OF ERISA,
(B) A "PLAN" AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C)
AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF SUCH
EMPLOYEE BENEFIT PLAN'S OR PLAN'S INVESTMENT IN THE ENTITY (WITHIN THE MEANING
OF DEPARTMENT OF LABOR REGULATION 29 C.F.R. 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA (THE "PLAN ASSETS REGULATION")) (THE PLANS AND ENTITIES DESCRIBED
IN SUBSECTIONS (A) THROUGH (C), "BENEFIT PLANS") OR (D) A PERSON THAT HAS
DISCRETIONARY AUTHORITY OR CONTROL WITH RESPECT TO THE ASSETS OF ONDECK ASSET
SECURITIZATION TRUST II LLC OR THAT PROVIDES INVESTMENT ADVICE FOR A FEE (DIRECT
OR INDIRECT) WITH RESPECT TO SUCH ASSETS (OR ANY "AFFILIATE" OF SUCH PERSON (AS
DEFINED IN THE PLAN ASSETS REGULATION) (SUCH PERSON, A "CONTROLLING PERSON")
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Exhibit 10.18
AND (III) HAVE DELIVERED A LETTER OF REPRESENTATION IN THE FORM OF EXHIBIT A TO
THE OFFERING MEMORANDUM TO THE INDENTURE TRUSTEE AND THE SERVICER, BY YOUR
ACQUISITION OF THIS NOTE OR ANY INTEREST HEREIN, YOU SHALL BE DEEMED TO
REPRESENT AND WARRANT THAT (I) YOU ARE NOT A BENEFIT PLAN OR CONTROLLING PERSON,
(II) YOU WILL NOT TRANSFER THIS NOTE OR ANY INTEREST HEREIN TO A BENEFIT PLAN OR
CONTROLLING PERSON AND (III) YOUR ACQUISITION AND HOLDING OF THIS NOTE OR ANY
INTEREST HEREIN WILL NOT CONSTITUTE OR RESULT IN A VIOLATION OF ANY NON-U.S.,
FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR
SECTION 4975 OF THE CODE.
BY YOUR ACQUISITION OF THIS NOTE OR ANY INTEREST HEREIN, YOU SHALL BE DEEMED TO
REPRESENT AND WARRANT TO THE ISSUER, THE SERVICER, ANY PRIOR PURCHASERS AND THE
INDENTURE TRUSTEE THAT (I) (A)(1) FOR SO LONG AS YOU HOLD THIS NOTE (OR A
BENEFICIAL INTEREST THEREIN), YOU ARE NOT, AND WILL NOT ACQUIRE THIS NOTE OR
INTEREST THEREIN ON BEHALF OF, OR WITH THE ASSETS OF, ANY PERSON THAT IS
CLASSIFIED FOR U.S. FEDERAL INCOME TAX PURPOSES AS A PARTNERSHIP, SUBCHAPTER S
CORPORATION OR GRANTOR TRUST, OR (2)(I) NONE OF THE DIRECT OR INDIRECT
BENEFICIAL OWNERS OF ANY INTEREST IN YOU HAVE OR EVER WILL HAVE MORE THAN 50%OF
THE VALUE OF ITS INTEREST IN YOU ATTRIBUTABLE TO THE AGGREGATE INTEREST IN YOU
IN THE COMBINED VALUE OF THE NOTES AND ANY OTHER INTERESTS OF THE ISSUING ENTITY
HELD BY YOU, AND (II) IT IS NOT AND