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-2 Notes. (h) It is not 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. (i) If it is a Section 3(c)(1) or Section 3(c)(7) investment company, or a Section 7(d) foreign investment company relying on Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act with respect to its U.S. holders, and was formed on or before April 30, 1996, it has received the necessary consent from its beneficial owners as required by the 1940 Act. (j) It is not a Competitor. (k) It understands that (i) the Series 2006-1 Class A-2 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, (ii) the Series 2006-1 Notes have not been registered under the Securities Act, (iii) such Series 2006-1 Class A-2 Notes may be offered, resold, pledged or otherwise transferred only (A) to the Co-Issuers so long as such Co-Issuers are QPs, (B) in the United States to a Person who the seller reasonably believes is a QIB/QP in a transaction meeting the requirements of Rule 144A and who is not a Competitor, (C) outside the United States to a Person who is a QP and neither a U.S. Person nor a U.S. Resident in a transaction meeting the requirements of Regulation S and who is not a Competitor or (D) to a Person who is a QP and is not a Competitor in a transaction exempt from the registration requirements of the Securities Act and the applicable securities laws of any state of the United States and any other jurisdiction, in each such case in accordance with the Indenture and any applicable securities laws of any state of the United States and (iv) it will, and each subsequent holder of a Series 2006-1 Class A-2 Note is required to, notify any subsequent purchaser of a Series 2006-1 Class A-2 Note of the resale restrictions set forth in clause (iii) above. (l) It understands that the certificates evidencing the Restricted Global Notes will bear legends substantially similar to those set forth in Sections 4.4(h) of this Series Supplement. (m) It understands that the certificates evidencing the Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.4(i) of this Series Supplement. (n) It understands that the certificates evidencing the Unrestricted Global Notes will bear legends substantially similar to those set forth in Sections 4.4(j) of this Series Supplement. (o) It is (i) not acquiring or holding the Series 2006-1 Class A-2 Notes (or any interest therein) for or on behalf, or with the assets of any Plan, account or other arrangement that is subject to Section 4975 of the Code or provisions under any Similar Laws, or (ii) its purchase and holding of the Series 2006-1 Class A-2 Notes or any interest therein will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Law. (p) It understands that any subsequent transfer of the Series 2006-1 Class A-2 Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and it agrees to be bound by, and not to resell, pledge or otherwise transfer the Series 2006-1 Class A-2 Notes or any interest therein except in compliance with such restrictions and conditions and the Securities Act. (q) It understands that the Base Indenture has been structured and the Series 2006-1 Class A-2 Notes have been (or will be) issued with the intention that the Series 2006-1 Class A-2 Notes will qualify under applicable Tax law as indebtedness of the Co-Issuers or, if any of the Co-Issuers is treated as a division of another entity, such other entity, and in its acquisition of any direct or indirect interest in any Series 2006-1 Class A-2 Note, by acceptance of its Series 2006-1 Class A-2 Notes (or acquisition of a beneficial interest therein), it agrees to treat the Series 2006-1 Class A-2 Notes (or beneficial interests therein) for all purposes of federal, state and local income or franchise Taxes and any other Tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity.
Appears in 1 contract
Sources: Indenture Supplement (Sonic Corp)
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20062013-1 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 20062013-1 Class A-2 Note as follows:
(a) In the case of Series 20062013-1 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 20062013-1 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 20062013-1 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 20062013-1 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 2006-2013-
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 20062013-1 Class A-2 Notes, except where each beneficial owner is a QIB/QP (for Series 20062013-1 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 20062013-1 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 20062013-1 Class A-2 Notes.
(f) It understands that the Co-Issuers Issuers, the Manager and the Servicer may receive a list of participants holding positions in the Series 20062013-1 Class A-2 Notes from one or more book-entry depositories.
(g) It understands that the Manager, the Co-Issuers, the Servicer and the Controlling Class Representative may receive 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.
(h) It will provide to each person to whom it transfers Series 20062013-1 Class A-2 Notes notices of any restrictions on transfer of such Series 20062013-1 Class A-2 Notes.
(hi) It is not 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.
(ij) If it is a Section 3(c)(1) or Section 3(c)(7) investment company, or a Section 7(d) foreign investment company relying on Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act with respect to its U.S. holders, and was formed on or before April 30, 1996, it has received the necessary consent from its beneficial owners as required by the 1940 Act.
(jk) It is not a Competitor.
(kl) It understands that (i) the Series 20062013-1 Class A-2 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, (ii) the Series 20062013-1 Notes have not been registered under the Securities Act, (iii) such Series 20062013-1 Class A-2 Notes may be offered, resold, pledged or otherwise transferred only (A) to an Affiliate of the Co-Issuers so long as such Co-Issuers are QPsMaster Issuer, (B) in the United States to a Person who the seller reasonably believes is a QIB/QP in a transaction meeting the requirements of Rule 144A and who is not a Competitor, (C) outside the United States to a Person who is a QP and neither a U.S. Person nor a U.S. Resident in a transaction meeting the requirements of Regulation S and who is not a Competitor or (D) to a Person who is a QP and is not a Competitor in a transaction exempt from the registration requirements of the Securities Act and the applicable securities laws of any state of the United States and any other jurisdiction, in each such case in accordance with the Indenture and any applicable securities laws of any state of the United States and (iv) it will, and each subsequent holder of a Series 20062013-1 Class A-2 Note is required to, notify any subsequent purchaser of a Series 20062013-1 Class A-2 Note of the resale restrictions set forth in clause (iii) above.
(lm) It understands that the certificates evidencing the Restricted Global Notes will bear legends substantially similar to those set forth in Sections Section 4.4(h) of this Series Supplement.
(mn) It understands that the certificates evidencing the Regulation S Global Notes will bear legends substantially similar to those set forth in Sections Section 4.4(i) of this Series Supplement.
(no) It understands that the certificates evidencing the Unrestricted Global Notes will bear legends substantially similar to those set forth in Sections 4.4(j) of this Series Supplement.
(op) It is Either (i) it is not acquiring a Plan and is not acting on behalf of any Plan or holding using the assets of any Plan to purchase or hold the Series 20062013-1 Class A-2 Notes (or any interest therein) for or on behalf, or with the assets of any Plan, account or other arrangement that is subject to Section 4975 of the Code or provisions under any Similar Laws, or (ii) its purchase and holding of the Series 20062013-1 Class A-2 Notes (or any interest therein therein) does not constitute and will not constitute result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Law.
(pq) It understands that any subsequent transfer of the Series 20062013-1 Class A-2 Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and it agrees to be bound by, and not to resell, pledge or otherwise transfer the Series 20062013-1 Class A-2 Notes or any interest therein except in compliance with such restrictions and conditions and the Securities Act.
(q) It understands that the Base Indenture has been structured and the Series 2006-1 Class A-2 Notes have been (or will be) issued with the intention that the Series 2006-1 Class A-2 Notes will qualify under applicable Tax law as indebtedness of the Co-Issuers or, if any of the Co-Issuers is treated as a division of another entity, such other entity, and in its acquisition of any direct or indirect interest in any Series 2006-1 Class A-2 Note, by acceptance of its Series 2006-1 Class A-2 Notes (or acquisition of a beneficial interest therein), it agrees to treat the Series 2006-1 Class A-2 Notes (or beneficial interests therein) for all purposes of federal, state and local income or franchise Taxes and any other Tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity.
Appears in 1 contract
Sources: Series Supplement (Sonic Corp)
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20062011-1 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 20062011-1 Class A-2 Note as follows:
(a) In the case of Series 20062011-1 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 20062011-1 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 20062011-1 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 20062011-1 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 20062011-1 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 20062011-1 Class A-2 Notes, except where each beneficial owner is a QIB/QP (for Series 20062011-1 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 20062011-1 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 20062011-1 Class A-2 Notes.
(f) It understands that the Co-Issuers Issuers, the Manager and the Servicer may receive a list of participants holding positions in the Series 20062011-1 Class A-2 Notes from one or more book-entry depositories.
(g) It understands that the Manager, the Co-Issuers, the Servicer and the Controlling Class Representative may receive 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.
(h) It will provide to each person to whom it transfers Series 20062011-1 Class A-2 Notes notices of any restrictions on transfer of such Series 20062011-1 Class A-2 Notes.
(hi) It is not 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.
(ij) If it is a Section 3(c)(1) or Section 3(c)(7) investment company, or a Section 7(d) foreign investment company relying on Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act with respect to its U.S. holders, and was formed on or before April 30, 1996, it has received the necessary consent from its beneficial owners as required by the 1940 Act.
(jk) It is not a Competitor.
(kl) It understands that (i) the Series 20062011-1 Class A-2 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, (ii) the Series 20062011-1 Notes have not been registered under the Securities Act, (iii) such Series 20062011-1 Class A-2 Notes may be offered, resold, pledged or otherwise transferred only (A) to an Affiliate of the Co-Issuers so long as such Co-Issuers are QPsMaster Issuer, (B) in the United States to a Person who the seller reasonably believes is a QIB/QP in a transaction meeting the requirements of Rule 144A and who is not a Competitor, (C) outside the United States to a Person who is a QP and neither a U.S. Person nor a U.S. Resident in a transaction meeting the requirements of Regulation S and who is not a Competitor or (D) to a Person who is a QP and is not a Competitor in a transaction exempt from the registration requirements of the Securities Act and the applicable securities laws of any state of the United States and any other jurisdiction, in each such case in accordance with the Indenture and any applicable securities laws of any state of the United States and (iv) it will, and each subsequent holder of a Series 20062011-1 Class A-2 Note is required to, notify any subsequent purchaser of a Series 20062011-1 Class A-2 Note of the resale restrictions set forth in clause (iii) above.
(lm) It understands that the certificates evidencing the Restricted Global Notes will bear legends substantially similar to those set forth in Sections Section 4.4(h) of this Series Supplement.
(mn) It understands that the certificates evidencing the Regulation S Global Notes will bear legends substantially similar to those set forth in Sections Section 4.4(i) of this Series Supplement.
(no) It understands that the certificates evidencing the Unrestricted Global Notes will bear legends substantially similar to those set forth in Sections 4.4(j) of this Series Supplement.
(op) It is (i) not acquiring or holding the Series 20062011-1 Class A-2 Notes (or any interest therein) for or on behalf, or with the assets of any Plan, account or other arrangement that is subject to Section 4975 of the Code or provisions under any Similar Laws, or (ii) its purchase and holding of the Series 20062011-1 Class A-2 Notes or any interest therein will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Law.
(pq) It understands that any subsequent transfer of the Series 20062011-1 Class A-2 Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and it agrees to be bound by, and not to resell, pledge or otherwise transfer the Series 2006Series
2011-1 Class A-2 Notes or any interest therein except in compliance with such restrictions and conditions and the Securities Act.
(q) It understands that the Base Indenture has been structured and the Series 2006-1 Class A-2 Notes have been (or will be) issued with the intention that the Series 2006-1 Class A-2 Notes will qualify under applicable Tax law as indebtedness of the Co-Issuers or, if any of the Co-Issuers is treated as a division of another entity, such other entity, and in its acquisition of any direct or indirect interest in any Series 2006-1 Class A-2 Note, by acceptance of its Series 2006-1 Class A-2 Notes (or acquisition of a beneficial interest therein), it agrees to treat the Series 2006-1 Class A-2 Notes (or beneficial interests therein) for all purposes of federal, state and local income or franchise Taxes and any other Tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity.
Appears in 1 contract
Sources: Series Supplement (Sonic Corp)