Common use of Note Owner Representations and Warranties Clause in Contracts

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 20122014-1 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 20122014-1 Note as follows: (a) With respect to any sale of Series 20122014-1 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 20122014-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20122014-1 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 20122014-1 Notes pursuant to Regulation S, at the time the buy order for such Series 20122014-1 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 20122014-1 Notes, except where each beneficial owner is a QIB/QP (for Series 20122014-1 Notes acquired in the United States) or a QP and neither a U.S. Person nor a U.S. Resident (for Series 20122014-1 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 20122014-11 Notes. (f) It understands that the Co-Issuers, the Manager and the Servicer may receive a list of participants holding positions in the Series 2014-1 Notes from one or more book-entry depositories. (g) It understands that the Manager, the Co-Issuers and the Servicer 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. (h) It will provide to each person to whom it transfers Series 2014-1 Notes notices of any restrictions on transfer of such Series 2014-1 Notes. (i) 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. (j) 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. (k) It understands that (i) the Series 2014-1 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 2014-1 Notes have not been registered under the Securities Act, (iii) such Series 2014-1 Notes may be offered, resold, pledged or otherwise transferred only (A) to a Co-Issuer or an Affiliate of a Co-Issuer, (B) in the United States to a Person who the seller reasonably believes is a QIB and who is a 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 that is a QP and 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 2014-1 Note is required to, notify any subsequent purchaser of a Series 2014-1 Note of the resale restrictions set forth in clause (iii) above. (l) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.4(h) of this Series Supplement. (m) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.4(i) of this Series Supplement. (n) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.4(j) of this Series Supplement. (o) Either (i) it is not acquiring or holding the Series 2014-1 Notes (or any interest therein) for or on behalf of, or with the assets of, Plan or a governmental, church, non-U.S. or other plan which is subject to any Similar Law or (ii) its acquisition, holding and disposition of the Series 2014-1 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, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation under any Similar Law. (p) It understands that any subsequent transfer of the Series 2014-1 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 2014-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act. (q) It is not a Competitor.

Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20122015-1 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 20122015-1 Note as follows: (a) With respect to any sale of Series 20122015-1 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 20122015-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20122015-1 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 20122015-1 Notes pursuant to Regulation S, at the time the buy order for such Series 20122015-1 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 20122015-1 Notes, except where each beneficial owner is a QIB/QP (for Series 20122015-1 Notes acquired in the United States) or a QP and neither a U.S. Person nor a U.S. Resident (for Series 20122015-1 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 20122015-1 Notes. (f) It understands that the Master Issuer, the Manager and the Servicer may receive a list of participants holding positions in the Series 2015-1 Notes from one or more book-entry depositories. (g) It understands that the Manager, the Master Issuer and the Servicer 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. (h) It will provide to each person to whom it transfers Series 2015-1 Notes notices of any restrictions on transfer of such Series 2015-1