Note Legend and Transferee Representation. Each Rule 144A Note will bear the legend in Exhibit A. As a condition to the registration of a Rule 144A Note Transfer, the prospective transferee of the Rule 144A Note will be deemed to represent to the Indenture Trustee, the Note Registrar and the Issuer the following:
Note Legend and Transferee Representation. Each Note will bear the applicable legend in Exhibit A. As a condition to the registration of a Note Transfer, the prospective transferee of the Note will be deemed to represent to the Indenture Trustee, the Note Registrar and the Trust the following:
Note Legend and Transferee Representation. Each Note will bear the applicable legend in Exhibit A. As a condition to the registration of a Note Transfer, the prospective transferee of the Note will be deemed to represent to the Indenture Trustee, the Note Registrar and the Trust the following: (1) It agrees not to (a) offer the Notes or any interest or participation in the Notes or (b) sell, transfer, assign, participate, pledge or otherwise dispose of any Note or any interest or participation in the Notes, or a “Note Transfer”, except in compliance with: • the Indenture, • the Securities Act, and • the restrictions and conditions in the legend on the Notes in “Note Legend.” (2) It understands that the Notes have not been and will not be registered under the Securities Act or the securities or blue sky laws of any state. (3) It understands that offers of the Notes or any interest or participation in the Notes or Note Transfers are only permitted if made in compliance with the Securities Act and other applicable laws and only (a) to a person that the holder reasonably believes is a QIB or (b) to a non-U.S. person outside the United States under Regulation S. (4) It acknowledges that neither the Trust nor any person representing the Trust has made any representation to it with respect to the Trust or the offering or sale of any Notes, other than the information contained in the offering memorandum that has been delivered to it and on which it is relying in making its investment decision with respect to the Notes. It has had access to financial and other information concerning the Trust, the Depositor and the Notes as it has deemed necessary in connection with its decision to purchase the Notes, including an opportunity to ask questions of and request information from the Depositor.
