Exchange Noteholder Representations Sample Clauses
Exchange Noteholder Representations. By acceptance of the 2018-B Exchange Note, the 2018-B Exchange Noteholder agrees with and is deemed to make, as of the date of this Supplement and as of the date of any transfer of the 2018-B Exchange Note, the representations and warranties in Section 4.4(f) of the Credit and Security Agreement and, with respect to Section 4.4(f)(v) of the Credit and Security Agreement, is deemed to make only the representation and warranty in clause (A).
Exchange Noteholder Representations. By acceptance of an Exchange Note, the Exchange Noteholder agrees with, and represents and warrants to, the Borrowers and the Administrative Agent, that:
(i) It understands that the Exchange Note has not been registered under the Securities Act or any State securities or "blue sky" laws and will bear the legend in Exhibit A.
(ii) It understands that any sale, transfer, assignment, participation, pledge or other disposition of the Exchange Note (each, a "Transfer") is only permitted if made in compliance with the Securities Act and other applicable laws and only to a person who the holder reasonably believes is either (A) a "qualified institutional buyer" within the meaning of Rule 144A (a "QIB") or (B) an institutional accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act.
(iii) It either (A) (i) is a QIB, (ii) is aware that the sale to it is being made in reliance on Rule 144A and if it is acquiring the Exchange Note or an interest or participation in the Exchange Note for the account of another QIB, that other QIB is aware that the sale is being made in reliance on Rule 144A and (iii) is acquiring the Rule 144A Notes or an interest or participation in the Exchange Note for its own account or for the account of another QIB or (B) is an institutional accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act.
(iv) It is purchasing the Exchange Note for its own account or for one or more investor accounts for which it is acting as fiduciary or agent, in each case, for investment, and not with a view to offer, transfer, assign, participate, pledge or dispose of the Exchange Note for a distribution that would violate the Securities Act.
(v) Either (A) it is not subject to Title I of ERISA, Section 4975 of the Code or any Similar Law or (B) its purchase, holding and disposition of the Exchange Note is not and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if it is subject to any Similar Law, the purchase, holding and disposition is not and will not result in a non-exempt violation of that Similar Law);
(vi) It understands that no subsequent Transfer of the Exchange Note will be made unless (A) the registration requirements of the Securities Act and applicable State securities laws have been com...
Exchange Noteholder Representations. By acceptance of the 20__-__ Exchange Note, the 20__-__ Exchange Noteholder agrees with and is deemed to make, as of the date of this Supplement and as of the date of any transfer of the 20__-__ Exchange Note, the representations and warranties in Section 4.4(f) of the Credit and Security Agreement and, with respect to Section 4.4(f)(v) of the Credit and Security Agreement, is deemed to make only the representation and warranty in clause (A).
Exchange Noteholder Representations. By acceptance of the 2016-A Exchange Note, the 2016-A Exchange Noteholder agrees with and makes, as of the date of this Supplement, the representations and warranties in Section 4.4(f) of the Credit and Security Agreement.