Note Owner Representations and Warranties Sample Clauses
The Note Owner Representations and Warranties clause sets out the specific assurances and factual statements that the owner of a note makes to the other party in a transaction. Typically, these representations cover the note owner's authority to enter into the agreement, the validity and enforceability of the note, and the absence of undisclosed encumbrances or claims against the note. By requiring these representations and warranties, the clause helps ensure that the buyer or counterparty can rely on the note owner's statements, thereby reducing the risk of hidden issues and promoting transparency in the transaction.
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 2024-1 Note pursuant to the Offering Memorandum will be deemed to represent, warrant and agree on the date such Person acquires any interest in any such Series 2024-1 Note as follows:
(a) With respect to any sale of Series 2024-1 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 2024-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 2024-1 Notes in any such sale will be for its own account or for the account of another QIB.
(b) With respect to any sale of Series 2024-1 Notes pursuant to Regulation S, at the time the buy order for such Series 2024-1 Notes was originated, it was outside the United States and the offer was made to a Person who is not a U.S. Person, and was not purchasing for the account or benefit of a U.S. Person.
(c) It will, and each account for which it is purchasing will, (i) hold and transfer at least the minimum denomination of Series 2024-1 Notes set forth in Section 2.3 of this Series 2024-1 Supplement and (ii) the Exchangeable Notes are issued and may only be held in permitted denominations of the corresponding Classes of Exchange Notes.
(d) It understands that the Issuer, the Controlling Class Representative and the Manager may receive a list of participants holding positions in the Series 2024-1 Notes from one or more book-entry depositories.
(e) It understands that the Manager, the Controlling Class Representative and the Issuer may receive (i) a list of Note Owners that have requested access to the Trustee’s password-protected website or that have voluntarily registered as a Note Owner with the Trustee and (ii) copies of Noteholder confirmations of representations and warranties executed to obtain access to the Trustee’s password-protected website.
(f) It will provide to each person to whom it transfers Series 2024-1 Notes notices of any restrictions on transfer of such Series 2024-1 Notes.
(g) It understands that (i) the Series 2024-1 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Act, (ii) the Series 2024-1 Notes have not been registered under the 1933 Act, (iii) the Series 2024-1 Notes may be offered, resold, pledged or otherwise transferred only to (a) in the United States, Persons who are not Competitors and who are QIBs, purchasing for their own account or the account of one or more other Pers...
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 2006-1 Class A-2 Note pursuant to the Offering Memorandum will be deemed to represent, warrant and agree on the date such Person acquires any interest in any Series 2006-1 Class A-2 Note as follows:
(a) In the case of Series 2006-1 Class A-2 Notes acquired in the United States, that it is (i) a QIB/QP, (ii) aware that the sale to it is being made in reliance on Rule 144A and in reliance on Section 3(c)(7) of the Investment Company Act and (iii) acquiring such Series 2006-1 Class A-2 Notes for its own account or for the account of another person who is a QIB/QP with respect to which it exercises sole investment discretion.
(b) In the case of Series 2006-1 Class A-2 Notes acquired outside of the United States, that it is (i) a QP, (ii) neither a U.S. Person nor a U.S. Resident, (iii) aware that the sale to it is being made in reliance on an exemption from the registration requirements of the Securities Act provided by Regulation S and in reliance on Section 3(c)(7) of the Investment Company Act, (iv) acquiring such Series 2006-1 Class A-2 Notes for its own account or the account of another person, who is a QP and is neither a U.S. Person nor a U.S. Resident, with respect to which it exercises sole investment discretion, and (v) not purchasing such Series 2006-1 Class A-2 Notes with a view to the resale, distribution or other disposition thereof in the United States or to a U.S. Person or a U.S. Resident.
(c) It is not a broker-dealer of the type described in paragraph (a)(1)(ii) of Rule 144A which owns and invests on a discretionary basis less than $25,000,000 in securities of unaffiliated issuers.
(d) It is not formed for the purpose of investing in the Series 2006-1 Class A-2 Notes, except where each beneficial owner is a QIB/QP (for Series 2006-1 Class A-2 Notes acquired in the United States) or a QP and neither a U.S. Person nor a U.S. Resident (for Series 2006-1 Class A-2 Notes acquired outside the United States).
(e) It will, and each account for which it is purchasing will, hold and transfer at least the minimum denomination of Series 2006-1 Class A-2 Notes.
(f) It understands that the Co-Issuers may receive a list of participants holding positions in the Series 2006-1 Class A-2 Notes from one or more book-entry depositories.
(g) It will provide to each person to whom it transfers Series 2006-1 Class A-2 Notes notices of any restrictions on transfer of such Series 2006-1 Class A...
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 2012-1 Note pursuant to the Offering Memorandum will be deemed to represent, warrant and agree on the date such Person acquires any interest in any Series 2012-1 Note as follows:
(a) With respect to any sale of Series 2012-1 Notes pursuant to Rule 144A, it is a QIB/QP pursuant to Rule 144A and Section 2(a)(51) of the Investment Company Act, and is aware that any sale of Series 2012-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 2012-1 Notes in any such sale will be for its own account or for the account of another QIB/QP.
(b) With respect to any sale of Series 2012-1 Notes pursuant to Regulation S, at the time the buy order for such Series 2012-1 Notes was originated, it was outside the United States to a Person who is a QP and neither a U.S. Person nor a U.S. Resident, and was not purchasing for the account or benefit of a U.S. Person or a U.S. Resident.
(c) It is not a broker-dealer of the type described in paragraph (a)(1)(ii) of Rule 144A which owns and invests on a discretionary basis less than $25,000,000 in securities of unaffiliated issuers.
(d) It has not been formed for the purpose of investing in the Series 2012-1 Notes, except where each beneficial owner is a QIB/QP (for Series 2012-1 Notes acquired in the United States) or a QP and neither a U.S. Person nor a U.S. Resident (for Series 2012-1 Notes acquired outside the United States).
(e) It will, and each account for which it is purchasing will, hold and transfer at least the minimum denomination of Series 2012-1
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 2020-1 Note will be deemed to represent, warrant and agree on the date such Person acquires any interest in any Series 2020-1 Note as follows:
(a) With respect to any sale of Series 2020-1 Notes pursuant to Rule 144A, it is not a Competitor and is a QIB pursuant to Rule 144A, and is aware that any sale of Series 2020-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 2020-1 Notes in any such sale will be for its own account or for the account of another QIB who is not a Competitor.
(b) With respect to any sale of Series 2020-1 Notes pursuant to Regulation S, at the time the buy order for such Series 2020-1 Notes was originated, it was outside the United States and the offer was made to a Person who is not a U.S. Person nor a Competitor, and was not purchasing for the account or benefit of a U.S. Person.
(c) It will, and each account for which it is purchasing will, hold and transfer at least the minimum denomination of Series 2020-1
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 2022-1 Note pursuant to the Offering Memorandum will be deemed to represent, warrant and agree on the date such Person acquires any interest in any Series 2022-1 Note as follows: With respect to any sale of Series 2022-1 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 2022-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 2022-1 Notes in any such sale will be for its own account or for the account of another QIB.
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 2008-1 Note pursuant to the Offering Memorandum will represent, warrant and agree on the date such Person acquires any interest in any Series 2008-1 Note as follows:
(a) With respect to any sale of Series 2008-1 Notes pursuant to Rule 144A:
(i) It understands that the Series 2008-1 Notes have not been recommended by any United States federal or state securities commission or regulatory authority. The foregoing authorities have not confirmed the accuracy or determined the adequacy of any Offering Memorandum. Any representation to the contrary is a criminal offense.
(ii) It (A) is a QIB (who is also a QP), (B) is aware that the sale to it is being made in reliance on Rule 144A, (C) is acquiring such Series 2008-1 Notes for its own account or for the account of a QIB (who is also a QP) over which it exercises sole investment discretion, (D) is not (and any such account is not) a pension, profit-sharing or other retirement trust fund or plan in which the partners, beneficiaries or participants, as applicable, may designate the particular investments to be made, (E) is not a broker dealer of the type described in paragraph (a)(1)(ii) of Rule 144A unless it owns and invests on a discretionary basis not less than U.S. $25,000,000 in securities of issuers that are not affiliated with it, (b) a participant-directed employee plan, such as a 401(k) plan, or any other type of plan referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(i)(F) of Rule 144A that holds the assets of such a plan, unless investment decisions with respect to the plan are made solely by the fiduciary, trustee or sponsor of such plan, (F) was not formed or capitalized for the specific purpose of investing in the Co-Issuers (except where each beneficial owner is both a QIB and a QP), (G) is not a (w) corporation, (x) partnership, (y) common trust fund or (z) special trust, pension fund or retirement plan in which the shareholders, equity owners, partners, beneficiaries, beneficial owners or participants, as applicable, may designate the particular investments to be made, (H) if formed on or before April 30, 1996, is not an investment company that relies on the exclusion from the definition of “investment company” provided by Section 3(c)(7) of the Investment Company Act (or a foreign investment company under Section 7(d) thereof relying on Section 3(c)(7) with re...