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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Issuer or an Affiliate of the Issuer, in each case, in accordance with any applicable securities laws of any state of the United States and any other relevant jurisdiction, and (iv) it will, and each subsequent holder of a Series 2024-1 Note is required to, notify any subsequent purchaser of a Series 2024-1 Note of the resale restrictions set forth in clause (iii) above. (h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.2(h). (i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h) and Section 4.2(i), as applicable. (j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h). (k) Either (i) it is not, and it is not acquiring or holding the Series 2024-1 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or non-U.S. plan that is subject to any Similar Law, or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 2024-1 Class A-2-I Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any Similar Law, as applicable. (l) It understands that any subsequent transfer of the Series 2024-1 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 2024-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act. (m) It is not a Competitor. (n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.
Appears in 2 contracts
Samples: Supplement to Base Indenture (Twin Hospitality Group Inc.), Supplement (Fat Brands, Inc)
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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Issuer or an Affiliate of the Issuer, in each case, in accordance with any applicable securities laws of any state of the United States and any other relevant jurisdiction, and (iv) it will, and each subsequent holder of a Series 2024-1 Note is required to, notify any subsequent purchaser of a Series 2024-1 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h) and Section 4.2(i), as applicable.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(k) Either (i) it is not, and it is not acquiring or holding the Series 2024-1 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or non-U.S. plan that is subject to any Similar Law, or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 2024-1 Class A-2-I Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any Similar Law, as applicable.
(l) It understands that any subsequent transfer of the Series 2024-1 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 2024-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.
Appears in 2 contracts
Samples: Series Supplement (Nuco2 Inc /De), Series Supplement (Nuco2 Inc /Fl)
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242017-1 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 20242017-1 Note as follows:
(a) With respect to any sale of Series 20242017-1 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, 144A and is aware that any sale of Series 20242017-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242017-1 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 20242017-1 Notes pursuant to Regulation S, at the time the buy order for such Series 20242017-1 Notes was originated, it was outside the United States and the offer was made to a Person who that is not a U.S. Person, and was not purchasing for the account or benefit of a U.S. Person.
(c) It has not been formed for the purpose of investing in the Series 2017-1 Notes, except where each beneficial owner is a QIB (for Series 2017-1 Notes acquired in the United States) or not a U.S. Person (for Series 2017-1 Notes acquired outside the United States).
(d) It will, and each account for which it is purchasing will, (i) hold and transfer at least the minimum denomination of Series 20242017-1 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.
(de) It understands that the IssuerCo-Issuers, the Controlling Class Representative Manager and the Manager Servicer may receive a list of participants holding positions in the Series 20242017-1 Notes from one or more book-entry depositories.
(ef) It understands that the Manager, the Controlling Class Representative Co-Issuers and the Issuer 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.
(fg) It will provide to each person to whom it transfers Series 20242017-1 Notes notices of any restrictions on transfer of such Series 20242017-1 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Issuer or an Affiliate of the Issuer, in each case, in accordance with any applicable securities laws of any state of the United States and any other relevant jurisdiction, and (iv) it will, and each subsequent holder of a Series 2024-1 Note is required to, notify any subsequent purchaser of a Series 2024-1 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h) and Section 4.2(i), as applicable.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(k) Either (i) it is not, and it is not acquiring or holding the Series 2024-1 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or non-U.S. plan that is subject to any Similar Law, or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 2024-1 Class A-2-I Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any Similar Law, as applicable.
(l) It understands that any subsequent transfer of the Series 2024-1 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 2024-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.1
Appears in 1 contract
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242021-1 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 20242021-1 Note as follows:
(a) With respect to any sale of Series 20242021-1 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242021-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242021-1 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 20242021-1 Notes pursuant to Regulation S, at the time the buy order for such Series 20242021-1 Notes was originated, it was outside the United States and the offer was made to a Person who is not a “U.S. Personperson” (as defined in Regulation S), 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 20242021-1 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 Manager and the Manager Servicer may receive a list of participants holding positions in the Series 20242021-1 Notes from one or more book-entry depositories.
(e) It understands that the Manager, the Controlling Class Representative Issuer and the Issuer 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.
(f) It will provide to each person to whom it transfers Series 20242021-1 Notes notices of any restrictions on transfer of such Series 20242021-1 Notes.
(g) It understands that (i) the Series 20242021-1 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Securities Act, (ii) the Series 20242021-1 Notes have not been registered under the 1933 Securities Act, (iii) the such Series 20242021-1 Notes may be offered, resold, pledged or otherwise transferred only (A) to the Issuer or an Affiliate of the Issuer, (aB) in the United States, Persons States to a Person who are not Competitors and who are QIBsthe seller reasonably believes is a QIB, purchasing for their own account or the account of one or more other Persons, each of which is a QIB, in a transaction meeting the requirements of Rule 144A and who is not a Competitor, (bC) outside the United States, Persons States to a Person who are is not Competitors and who are not “a U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 ActPerson, purchasing for their own account or the account of one or more other Persons, each of which is not a non-U.S. Person, in a transaction meeting the requirements of Regulation S and who is not a Competitor or (cD) to a Person that is not a Competitor in a transaction exempt from the Issuer or an Affiliate registration requirements of the Issuer, in each case, in accordance with any Securities Act and the applicable securities laws of any state of the United States and any other relevant 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 20242021-1 Note is required to, notify any subsequent purchaser of a Series 20242021-1 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.2(hSections 4.4(h) and (j).
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h4.4(h) and Section 4.2(i(j), as applicable.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(hSections 4.4(h) and (j).
(k) Either It understands that it (and if it is a Plan, its fiduciary) will be deemed to represent and warrant that either (i) it is not, and it is not acquiring or holding the Series 20242021-1 Notes (or any interest therein) for or on behalf of, or with the assets of, of a Plan or (ii) (A) if it is a governmental, church or non-U.S. plan Plan that is subject to any Similar LawTitle I of ERISA or Section 4975 of the Code, or (ii) for the its acquisition and holding of such Series 20242021-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 2024-1 Class A-2-I Notes Note (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or (B) if it is a Plan that is subject to Similar Law, its acquisition and holding of the Series 2021-1 Note (or interest therein) will not result in a violation of any Similar Law, as applicable.
(l) It understands that any subsequent transfer of the Series 20242021-1 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 20242021-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Securities Act.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.
Appears in 1 contract
Samples: Series Supplement (Yum Brands Inc)
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242018-1 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 20242018-1 Note as follows:
(a) With respect to any sale of Series 20242018-1 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242018-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242018-1 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 20242018-1 Notes pursuant to Regulation S, at the time the buy order for such Series 20242018-1 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 20242018-1 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 Master Issuer, the Controlling Class Representative Manager and the Manager Servicer may receive a list of participants holding positions in the Series 20242018-1 Notes from one or more book-entry depositories.
(e) It understands that the Manager, the Controlling Class Representative Master Issuer and the Issuer 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.
(f) It will provide to each person to whom it transfers Series 20242018-1 Notes notices of any restrictions on transfer of such Series 20242018-1 Notes.
(g) It understands that (i) the Series 20242018-1 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 20242018-1 Notes have not been registered under the 1933 Act, (iii) the such Series 20242018-1 Notes may be offered, resold, pledged or otherwise transferred only (A) 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Master Issuer or an Affiliate of the Master Issuer, (B) in each case, in accordance with any applicable securities laws of any state of the United States to a Person who the seller reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A and any other relevant jurisdictionwho is not a Competitor, and (C) outside the United States to a Person who is not a U.S. Person in a transaction meeting the requirements of Regulation S and who is not a Competitor and (iv) it the purchaser will, and each subsequent holder of a Series 20242018-1 Note is required to, notify any subsequent purchaser of a Series 20242018-1 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.2(h)4.4(h) of this Series Supplement.
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(hSection 4.4(i) and Section 4.2(i), as applicableof this Series Supplement.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h)4.4(j) of this Series Supplement.
(k) Either (i) it the purchaser or transferee is notneither a Plan (including, without limitation, any entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity or otherwise), nor a governmental, church, non-U.S. or other plan which is subject to any federal, state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA or Section 4975 of the Code or (ii) the purchaser’s or transferee’s acquisition, holding and it is not acquiring or holding disposition of the Series 20242018-1 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or non-U.S. plan that is subject to any Similar Law, or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 2024-1 Class A-2-I Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in 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 of under any Similar Law, as applicablesimilar law).
(l) It understands that any subsequent transfer of the Series 20242018-1 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 20242018-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.
Appears in 1 contract
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242020-1 2 Class M-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 such Series 20242020-1 2 Class M-2 Note as follows:
(a) With respect to any sale of Series 20242020-1 2 Class M-2 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242020-1 2 Class M-2 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242020-1 2 Class M-2 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 20242020-1 2 Class M-2 Notes pursuant to Regulation S, at the time the buy order for such Series 20242020-1 2 Class M-2 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 20242020-1 2 Class M-2 Notes set forth in Section 2.3 of this Series 20242020-1 Supplement and (ii) the Exchangeable Notes are issued and may only be held in permitted denominations of the corresponding Classes of Exchange Notes2 Supplement.
(d) It understands that the Issuer, the Controlling Class Representative Issuer and the Manager may receive a list of participants holding positions in the Series 20242020-1 2 Class M-2 Notes from one or more book-entry depositories.
(e) It understands that the Manager, the Controlling Class Representative Manager and the Issuer may receive 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 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 20242020-1 2 Class M-2 Notes notices of any restrictions on transfer of such Series 20242020-1 2 Class M-2 Notes.
(g) It understands that that: (i) the Series 20242020-1 2 Class M-2 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 20242020-1 2 Class M-2 Notes have not been registered under the 1933 Act, (iii) the Series 20242020-1 2 Class M-2 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Issuer or an Affiliate of the Issuer, in each case, in accordance with any applicable securities laws of any state of the United States and any other relevant jurisdiction, and (iv) it will, and each subsequent holder of a Series 20242020-1 2 Class M-2 Note is required to, notify any subsequent purchaser of a Series 20242020-1 2 Class M-2 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h) and Section 4.2(i), as applicable.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(k) Either (i) it is not, and it is not acquiring or holding the Series 20242020-1 2 Class M-2 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or church, non-U.S. or other plan that which is subject to any Similar Law, Law or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 20242020-1 2 Class A-2-I M-2 Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in 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 of under any Similar Law, as applicable.
(l) It understands that any subsequent transfer of the Series 20242020-1 2 Class M-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 20242020-1 2 Class M-2 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.
Appears in 1 contract
Samples: Series Supplement (Fat Brands, Inc)
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242019-1 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 20242019-1 Note as follows:
(a) With respect to any sale of Series 20242019-1 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242019-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242019-1 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 20242019-1 Notes pursuant to Regulation S, at the time the buy order for such Series 20242019-1 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 20242019-1 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 IssuerCo-Issuers, the Controlling Class Representative Manager and the Manager Servicer may receive a list of participants holding positions in the Series 20242019-1 Notes from one or more book-entry depositories.
(e) It understands that the Manager, the Controlling Class Representative Co-Issuers and the Issuer 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.
(f) It will provide to each person to whom it transfers Series 20242019-1 Notes notices of any restrictions on transfer of such Series 20242019-1 Notes.
(g) It understands that (i) the Series 20242019-1 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 20242019-1 Notes have not been registered under the 1933 Act, (iii) the such Series 20242019-1 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Issuer Co-Issuers or an Affiliate of the IssuerCo-Issuers, in each case, in accordance with any applicable securities laws of any state of the United States and any other relevant jurisdiction, and (iv) it will, and each subsequent holder of a Series 20242019-1 Note is required to, notify any subsequent purchaser of a Series 20242019-1 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Sections 4.4(h) and Section 4.2(h4.4(j).
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h4.4(h) and Section 4.2(i4.4(j), as applicable.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.4(h) and Section 4.2(h4.4(j), as applicable.
(k) Either (i) it is not, and it is not acquiring or holding the Series 20242019-1 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or church, non-U.S. or other plan that which is subject to any Similar Law, Law or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 20242019-1 Class A-2-I Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in 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 of under any Similar Law, as applicable.
(l) It understands that any subsequent transfer of the Series 20242019-1 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 20242019-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act0000 Xxx.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.
Appears in 1 contract
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242018-1 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 20242018-1 Note as follows:
(a) With respect to any sale of Series 20242018-1 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242018-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242018-1 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 20242018-1 Notes pursuant to Regulation S, at the time the buy order for such Series 20242018-1 Notes was originated, it was outside the United States and the offer was made to a Person who is not a “U.S. Personperson” (as defined in Regulation S), 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 20242018-1 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 Manager and the Manager Servicer may receive a list of participants holding positions in the Series 20242018-1 Notes from one or more book-entry depositories.
(e) It understands that the Manager, the Controlling Class Representative Issuer and the Issuer 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.
(f) It will provide to each person to whom it transfers Series 20242018-1 Notes notices of any restrictions on transfer of such Series 20242018-1 Notes.
(g) It understands that (i) the Series 20242018-1 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Securities Act, (ii) the Series 20242018-1 Notes have not been registered under the 1933 Securities Act, (iii) the such Series 20242018-1 Notes may be offered, resold, pledged or otherwise transferred only (A) to the Issuer or an Affiliate of the Issuer, (aB) in the United States, Persons States to a Person who are not Competitors and who are QIBsthe seller reasonably believes is a QIB, purchasing for their own account or the account of one or more other Persons, each of which is a QIB, in a transaction meeting the requirements of Rule 144A and who is not a Competitor, (bC) outside the United States, Persons States to a Person who are is not Competitors and who are not “a U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 ActPerson, purchasing for their own account or the account of one or more other Persons, each of which is not a non-U.S. Person, in a transaction meeting the requirements of Regulation S and who is not a Competitor or (cD) to a Person that is not a Competitor in a transaction exempt from the Issuer or an Affiliate registration requirements of the Issuer, in each case, in accordance with any Securities Act and the applicable securities laws of any state of the United States and any other relevant 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 20242018-1 Note is required to, notify any subsequent purchaser of a Series 20242018-1 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.2(hSections 4.4(h) and (j).
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h4.4(h) and Section 4.2(i(j), as applicable.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(hSections 4.4(h) and (j).
(k) Either It understands that it (and if it is a Plan, its fiduciary) will be deemed to represent and warrant that either (i) it is not, and it is not acquiring or holding the Series 20242018-1 Notes (or any interest therein) for or on behalf of, or with the assets of, of a Plan or (ii) (A) if it is a governmental, church or non-U.S. plan Plan that is subject to any Similar LawTitle I of ERISA or Section 4975 of the Code, or (ii) for the its acquisition and holding of such Series 20242018-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 2024-1 Class A-2-I Notes Note (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or (B) if it is a Plan that is subject to Similar Law, its acquisition and holding of the Series 2018-1 Note (or interest therein) will not result in a violation of any Similar Law, as applicable.
(l) It understands that any subsequent transfer of the Series 20242018-1 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 20242018-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Securities Act.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.
Appears in 1 contract
Samples: Series Supplement (Yum Brands Inc)
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242020-1 Class A-2 Note pursuant to the Offering Memorandum will shall be deemed to represent, warrant and agree on the date such Person acquires any interest in any such Series 20242020-1 Class A-2 Note as follows:
(a) With respect to any sale of Series 20242020-1 Class A-2 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242020-1 Class A-2 Notes to it will shall be made in reliance on Rule 144A. Its acquisition of Series 20242020-1 Class A-2 Notes in any such sale will shall be for its own account or for the account of another QIBQIB that is not a Competitor.
(b) With respect to any sale of Series 20242020-1 Class A-2 Notes pursuant to Regulation S, at the time the buy order for such Series 20242020-1 Class A-2 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 their own account or the account of one or benefit more persons, each of which is not a Competitor and not a U.S. Person.
(c) It willshall, and each account for which it is purchasing willshall, (i) hold and transfer at least the minimum denomination of Series 20242020-1 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 Class A-2 Notes.
(d) It understands that the IssuerCo-Issuers, the Controlling Class Representative Managers and the Manager Servicer may receive a list of participants holding positions in the Series 20242020-1 Class A-2 Notes from one or more book-entry depositories.
(e) It understands that the ManagerManagers, the Controlling Class Representative Co-Issuers and the Issuer 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.
(f) It will shall provide to each person to whom it transfers Series 20242020-1 Class A-2 Notes notices of any restrictions on transfer of such Series 20242020-1 Class A-2 Notes.
(g) It understands that (i) the Series 20242020-1 Class A-2 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Securities Act, (ii) the Series 20242020-1 Class A-2 Notes have not been registered under the 1933 Securities Act, (iii) the such Series 20242020-1 Class A-2 Notes may be offered, resold, pledged or otherwise transferred only (A) 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a nonCo-U.S. Person, or (c) the Issuer or an Affiliate of the IssuerCo-Issuers, (B) in the United States to a Person who the seller reasonably believes is a QIB 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 not a U.S. Person in a transaction meeting the requirements of Regulation S and who is not a Competitor or (D) to a Person that 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, any applicable securities laws of any province or territory of Canada and any other jurisdiction, in each case, such case in accordance with the Indenture and any applicable securities laws of any state of the United States and any other relevant jurisdiction, applicable securities laws of any province or territory of Canada and (iv) it willshall, and each subsequent holder of a Series 20242020-1 Class A-2 Note is required to, notify any subsequent purchaser of a Series 20242020-1 Class A-2 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will shall bear legends substantially similar to those set forth in Section 4.2(h)4.4(h) and (j) of this Series Supplement.
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will shall bear legends substantially similar to those set forth in Sections 4.2(hSection 4.4(h), (i) and Section 4.2(i), as applicable(j) of this Series Supplement.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will shall bear legends substantially similar to those set forth in Section 4.2(h4.4(h), (i) and (j) of this Series Supplement.
(k) Either (i) it is not, and it is not acquiring or holding the Series 20242020-1 Class A-2 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or church, non-U.S. or other plan that which is subject to any Similar Law, Law or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 20242020-1 Class A-2-I A-2 Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will shall not constitute or result in 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 of under any Similar Law, as applicable.
(l) If it is using assets of a Plan to acquire or hold the Series 2020-1 Class A-2 Notes or any interest therein, then it further represents that (i) none of the Co-Issuers, the Initial Purchaser, any Guarantor, the Servicer, the Back-up Manager, the Trustee, nor any other party to the Securitization Transaction, nor any of their respective affiliates (collectively, the “Transaction Parties”) has acted as the Plan’s fiduciary, or has been relied upon for any advice, with respect to the Plan’s decision to acquire, hold, sell, exchange, vote or provide any consent with respect to the Series 2020-1 Class A-2 Notes, and none of the Transaction Parties shall at any time be relied upon as the Plan’s fiduciary with respect to the Plan’s decision to acquire, hold, sell, exchange, vote or provide any consent with respect to the Series 2020-1 Class A-2 Notes, and (ii) the decision to invest in the Series 2020-1 Class A-2 Notes has been made at the recommendation or direction of an independent fiduciary as contemplated by U.S. Code of Federal Regulations 29 C.F.R. Section 2510.3-21(c), as amended from time to time, who (a) is independent of the Transaction Parties; (b) is capable of evaluating investment risks independently, both in general and with respect to particular transactions and investment strategies; (c) is a fiduciary (under ERISA and/or Section 4975 of the Code) with respect to the Plan’s investment in the Series 2020-1 Class A-2 Notes and is responsible for exercising independent judgment in evaluating the investment in the Series 2020-1 Class A-2 Notes; and (e) is aware of and acknowledges that (1) none of the Transaction Parties is undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the Plan’s investment in the Series 2020-1 Class A-2 Notes, and (2) the Transaction Parties have a financial interest in the Plan’s investment in the Series 2020-1 Class A-2 Notes.
(m) It understands that any subsequent transfer of the Series 20242020-1 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 20242020-1 Class A-2 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Securities Act.
(m) It is . In addition, it understands that the Series 2020-1 Class A-2 Notes are subject to certain transfer restrictions and may not a Competitorbe resold in Canada, directly or indirectly, except in reliance on an exemption from applicable prospectus requirements or discretionary relief under the applicable securities laws of any province or territory of Canada.
(n) It will strictly comply with this Series 2024-1 Supplement is not a Competitor and is not purchasing for the Base Indenture as to treatment account or benefit of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenturea Competitor.
Appears in 1 contract
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242019-1 Note pursuant to the Offering Memorandum will be deemed to represent, warrant and agree on the date that such Person acquires any interest in any such Series 20242019-1 Note as follows:
(a) With respect to any sale purchase of Series 20242019-1 Senior Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, 144A and is aware that any sale of Series 20242019-1 Senior Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242019-1 Senior Notes in any such sale will be for its own account or for the account of another QIB.
(b) With respect to any sale purchase of Series 20242019-1 Senior Notes pursuant to Regulation S, at the time the buy order for such Series 20242019-1 Senior Notes was originated, it was outside the United States and the offer it 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 has not been formed for the purpose of investing in the Series 2019-1 Senior Notes, except where each beneficial owner is a QIB (for Series 2019-1 Senior Notes acquired in the United States) or not a U.S. Person (for Series 2019-1 Senior Notes acquired outside the United States).
(d) It will, and each account for which it is purchasing will, (i) hold and transfer at least the minimum denomination of Series 20242019-1 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 Senior Notes.
(de) It understands that the IssuerCo-Issuers, the Controlling Class Representative Manager and the Manager Servicer may receive a list of participants holding positions in the Series 20242019-1 Senior Notes from one or more book-entry depositories.
(ef) It understands that the Manager, the Controlling Class Representative Co-Issuers and the Issuer 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.
(fg) It will provide to each person to whom it transfers Series 20242019-1 Senior Notes notices of any restrictions on transfer of such Series 20242019-1 Senior Notes.
(gh) It understands that (i) the Series 20242019-1 Senior Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Securities Act, (ii) the Series 20242019-1 Senior Notes have not been registered under the 1933 Securities Act, (iii) the Series 20242019-1 Senior Notes may be offered, resold, pledged or otherwise transferred only (A) 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Master Issuer or an Affiliate of the Master Issuer, (B) in each casethe United States to a Person who the seller reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A and that is not a Competitor, (C) outside the United States to a Person that is not a U.S. Person in accordance with any a transaction meeting the requirements of Regulation S and that is not a Competitor or (D) to a Person that 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 relevant 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 willshall, and each subsequent holder of a Series 20242019-1 Note is required to, notify any subsequent purchaser of a Series 20242019-1 Note of the resale restrictions set forth in clause (iii) above.
(hi) It understands that the certificates evidencing the Rule 144A Restricted Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(i4.04(h) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h) and Section 4.2(i), as applicableof this Series Supplement.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h)4.04(i) of this Series Supplement.
(k) It understands that the certificates evidencing the Unrestricted Global Notes will bear legends substantially similar to those set forth in Section 4.04(j) of this Series Supplement.
(l) Either (i) it is not, and it is not acquiring or holding the Series 20242019-1 Senior Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan any plan, account or a governmental, church or non-U.S. plan other arrangement that is subject to Title I of ERISA, Section 4975 of the Code, entities whose underlying assets are considered to include “plan assets” of such plans, accounts and arrangements under DOL regulations, as modified by Section 3(42) of ERISA (collectively, “ERISA Plans”) or with the assets or any plan, account or other arrangement that is subject to the provisions under any Similar Law, or (ii) for the Series 2024-1 Class A-2-I Notes its purchase and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 20242019-1 Class A-2-I Senior Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, therein does not constitute and will not constitute or 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, as applicable.
(lm) It understands that any subsequent transfer of the Series 20242019-1 Senior 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 20242019-1 Senior Notes or any interest therein except in compliance with, with such restrictions and conditions and the 1933 Securities Act.
(mn) It is not a Competitor.
(no) It will strictly comply with this If it is an ERISA Plan or is purchasing or holding the Series 20242019-1 Supplement Senior Notes on behalf of or with “plan assets” of any ERISA Plan, it shall be deemed to represent, warrant and agree that (i) none of the Base Indenture Co-Issuers, the Guarantors or the Initial Purchasers, nor any other person that provide marketing services, nor any of their affiliates, has provided, and none of them will provide, any investment recommendation or investment advice on which it, or any fiduciary or other person investing the assets of the ERISA Plan (“Plan Fiduciary”), has relied as primary basis in connection with its decision to treatment of Noteholders of Exchangeable Notes as directly owning invest in the separate Classes of Exchange Notes corresponding to such Exchangeable Series 2019-1 Senior Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by incomethey are not otherwise acting as a fiduciary, as provided defined in this Section 3(21) of ERISA or Section 4975(e)(3) of the Code, to the ERISA Plan or the Plan Fiduciary in connection with the ERISA Plan’s acquisition of the Series 20242019-1 Supplement Senior Notes; and (ii) the Base IndenturePlan Fiduciary is exercising its own independent judgment in evaluating the investment in the Series 2019-1 Senior Notes.
Appears in 1 contract
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242021-1 Note pursuant to the Offering Memorandum will shall be deemed to represent, warrant and agree on the date that such Person acquires any interest in any such Series 20242021-1 Note as follows:
(a) With respect to any sale purchase of Series 20242021-1 Senior Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, 144A and is aware that any sale of Series 20242021-1 Senior Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242021-1 Senior Notes in any such sale will be for its own account or for the account of another QIB.
(b) With respect to any sale purchase of Series 20242021-1 Senior Notes pursuant to Regulation S, at the time the buy order for such Series 20242021-1 Senior Notes was originated, it was outside the United States and the offer it 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 has not been formed for the purpose of investing in the Series 2021-1 Senior Notes, except where each beneficial owner is a QIB (for Series 2021-1 Senior Notes acquired in the United States) or not a U.S. Person (for Series 2021-1 Senior Notes acquired outside the United States).
(d) It will, and each account for which it is purchasing will, (i) hold and transfer at least the minimum denomination of Series 20242021-1 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 Senior Notes.
(de) It understands that the IssuerCo-Issuers, the Controlling Class Representative Manager and the Manager Servicer may receive a list of participants holding positions in the Series 20242021-1 Senior Notes from one or more book-entry depositories.
(ef) It understands that the Manager, the Controlling Class Representative Co-Issuers and the Issuer 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.
(fg) It will shall provide to each person to whom it transfers Series 20242021-1 Senior Notes notices of any restrictions on transfer of such Series 20242021-1 Senior Notes.
(gh) It understands that (i) the Series 20242021-1 Senior Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Securities Act, (ii) the Series 20242021-1 Senior Notes have not been registered under the 1933 Securities Act, (iii) the Series 20242021-1 Senior Notes may be offered, resold, pledged or otherwise transferred only (A) 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Master Issuer or an Affiliate of the Master Issuer, (B) in each casethe United States to a Person who the seller reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A and that is not a Competitor, (C) outside the United States to a Person that is not a U.S. Person in accordance with any a transaction meeting the requirements of Regulation S and that is not a Competitor or (D) to a Person that 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 relevant 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 willshall, and each subsequent holder of a Series 20242021-1 Note is required to, notify any subsequent purchaser of a Series 20242021-1 Note of the resale restrictions set forth in clause (iii) above.
(hi) It understands that the certificates evidencing the Rule 144A Restricted Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(i4.04(h) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h) and Section 4.2(i), as applicableof this Series 2021-1 Supplement.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h)4.04(i) of this Series 2021-1 Supplement.
(k) It understands that the certificates evidencing the Unrestricted Global Notes will bear legends substantially similar to those set forth in Section 4.04(j) of this Series 2021-1 Supplement.
(l) Either (i) it is not, and it is not acquiring or holding the Series 20242021-1 Senior Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan any plan, account or a governmental, church or non-U.S. plan other arrangement that is subject to Title I of ERISA, Section 4975 of the Code, entities whose underlying assets are considered to include “plan assets” of such plans, accounts and arrangements under DOL regulations, as modified by Section 3(42) of ERISA (collectively, “ERISA Plans”) or with the assets or any plan, account or other arrangement that is subject to the provisions under any Similar Law, or (ii) for the Series 2024-1 Class A-2-I Notes its purchase and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 20242021-1 Class A-2-I Senior Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, therein does not constitute and will not constitute or 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, as applicable.
(lm) It understands that any subsequent transfer of the Series 20242021-1 Senior 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 20242021-1 Senior Notes or any interest therein except in compliance with, with such restrictions and conditions and the 1933 Securities Act.
(mn) It is not a Competitor.
(no) It will strictly comply with this If it is an ERISA Plan or is purchasing or holding the Series 20242021-1 Supplement Senior Notes on behalf of or with “plan assets” of any ERISA Plan, it shall be deemed to represent, warrant and agree that (i) none of the Base Indenture as Co-Issuers, the Guarantors or the Initial Purchasers, nor any of their affiliates, has provided, and none of them will provide, any investment advice to treatment it or to any fiduciary or other person investing the assets of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding ERISA Plan (“Plan Fiduciary”), in connection with its decision to such Exchangeable invest in the Series 2021-1 Senior Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by incomethey are not otherwise acting as a fiduciary, as provided defined in this Section 3(21) of ERISA or Section 4975(e)(3) of the Code, to the ERISA Plan or the Plan Fiduciary in connection with the ERISA Plan’s acquisition of the Series 20242021-1 Supplement Senior Notes; and (ii) the Base IndenturePlan Fiduciary is exercising its own independent judgment in evaluating the investment in the Series 2021-1 Senior Notes.
Appears in 1 contract
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242012-1 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 20242012-1 Note as follows:
(a) With respect to any sale of Series 20242012-1 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242012-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242012-1 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 20242012-1 Notes pursuant to Regulation S, at the time the buy order for such Series 20242012-1 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 20242012-1 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 IssuerCo-Issuers, the Controlling Class Representative Manager, the Trustee and the Manager Servicer may receive a list of participants holding positions in the Series 20242012-1 Notes from one or more book-entry depositories.
(e) It understands that the Manager, the Controlling Class Representative Co-Issuers and the Issuer 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.
(f) It will provide to each person to whom it transfers Series 20242012-1 Notes notices of any restrictions on transfer of such Series 20242012-1 Notes.
(g) It understands that (i) the Series 20242012-1 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Securities Act, (ii) the Series 20242012-1 Notes have not been registered under the 1933 Securities Act, (iii) the such Series 20242012-1 Notes may be offered, resold, pledged or otherwise transferred only (A) to Icon DE Intermediate Holdings LLC, Icon Brand Holdings LLC or an Affiliate thereof, (aB) in the United States, Persons States to a Person who are not Competitors the seller reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A and who are QIBs, purchasing for their own account or the account of one or more other Persons, each of which is not a QIBCompetitor, (bC) outside the United States, Persons States to a Person who are is not Competitors a U.S. Person in a transaction meeting the requirements of Regulation S and who are is not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, Competitor or (cD) to a Person that is not a Competitor in a transaction exempt from the Issuer or an Affiliate registration requirements of the Issuer, in each case, in accordance with any Securities Act and the applicable securities laws of any state of the United States and any other relevant 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 20242012-1 Note is required to, notify any subsequent purchaser of a Series 20242012-1 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Restricted Global Notes will bear legends substantially similar to those set forth in Section 4.2(h)4.4(h) of this Series Supplement.
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h) and Section 4.2(i), as applicable.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h)4.4(i) of this Series Supplement.
(j) It understands that the certificates evidencing the Unrestricted Global Notes will bear legends substantially similar to those set forth in Section 4.4(j) of this Series Supplement.
(k) Either (i) it is not, and it is not acquiring or holding the Series 20242012-1 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan any plan, account or a governmental, church or non-U.S. plan other arrangement that is subject to Section 406 of ERISA, Section 4975 of the Code or provisions under any Similar Law, or (ii) for the Series 2024-1 Class A-2-I Notes its purchase and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 20242012-1 Class A-2-I Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, therein will not constitute or 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, as applicable.
(l) It understands that any subsequent transfer of the Series 20242012-1 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 20242012-1 Notes or any interest therein except in compliance with, with such restrictions and conditions and the 1933 Securities Act.
. (m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.
Appears in 1 contract
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242018-1 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 20242018-1 Note as follows:
(a) With respect to any sale of Series 20242018-1 Class A Notes pursuant to Rule 144A, it is not (other than following any Rapid Payment Event) a QIB Competitor and is a QIB/QP pursuant to Rule 144A144A and Section 2(a)(51) of the 1940 Act, and is aware that any sale of Series 20242018-1 Class A Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242018-1 Class A Notes in any such sale will be for its own account or for the account of another QIB/QP that is not (other than following any Rapid Payment Event) a Competitor.
(b) With respect to any sale of Series 20242018-1 Class A Notes pursuant to Regulation S, at the time the buy order for such Series 20242018-1 Class A Notes was originated, it was outside the United States and the offer was made to a Person who is not (other than following any Rapid Payment Event) a Competitor and is a Qualified Purchaser and not a U.S. Person, and was not purchasing for the account or benefit of a U.S. PersonPerson or (other than following any Rapid Payment Event) a Competitor.
(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 2018-1 Class A Notes, except where each beneficial owner is a QIB/QP (for Series 2018-1 Class A Notes acquired in the United States) or a Qualified Purchaser and not a U.S. Person (for Series 2018-1 Class A Notes acquired outside the United States).
(e) It will, and each account for which it is purchasing will, (i) hold and transfer at least the minimum denomination of Series 20242018-1 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 Class A Notes.
(df) It understands that the IssuerIssuers, the Controlling Class Representative Manager and the Back-Up Manager may receive a list of participants holding positions in the Series 20242018-1 Class A Notes from one or more book-entry depositories.
(eg) It understands that the Manager, the Controlling Class Representative Issuers and the Issuer Back-Up Manager 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Issuer or an Affiliate of the Issuer, in each case, in accordance with any applicable securities laws of any state of the United States and any other relevant jurisdiction, and (iv) it will, and each subsequent holder of a Series 2024-1 Note is required to, notify any subsequent purchaser of a Series 2024-1 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h) and Section 4.2(i), as applicable.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(k) Either (i) it is not, and it is not acquiring or holding the Series 2024-1 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or non-U.S. plan that is subject to any Similar Law, or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 2024-1 Class A-2-I Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any Similar Law, as applicable.
(l) It understands that any subsequent transfer of the Series 2024-1 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 2024-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.
Appears in 1 contract
Samples: Series Supplement (SPRINT Corp)
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242013-1 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 20242013-1 Note as follows:
(a) With respect to any sale of Series 20242013-1 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242013-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242013-1 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 20242013-1 Notes pursuant to Regulation S, at the time the buy order for such Series 20242013-1 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 20242013-1 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 IssuerCo-Issuers, the Controlling Class Representative Manager, the Trustee and the Manager Servicer may receive a list of participants holding positions in the Series 20242013-1 Notes from one or more book-entry depositories.
(e) It understands that the Manager, the Controlling Class Representative Co-Issuers and the Issuer 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.
(f) It will provide to each person to whom it transfers Series 20242013-1 Notes notices of any restrictions on transfer of such Series 20242013-1 Notes.
(g) It understands that (i) the Series 20242013-1 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Securities Act, (ii) the Series 20242013-1 Notes have not been registered under the 1933 Securities Act, (iii) the such Series 20242013-1 Notes may be offered, resold, pledged or otherwise transferred only (A) to Icon DE Intermediate Holdings LLC, Icon Brand Holdings LLC or an Affiliate thereof, (aB) in the United States, Persons States to a Person who are not Competitors the seller reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A and who are QIBs, purchasing for their own account or the account of one or more other Persons, each of which is not a QIBCompetitor, (bC) outside the United States, Persons States to a Person who are is not Competitors a U.S. Person in a transaction meeting the requirements of Regulation S and who are is not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, Competitor or (cD) to a QIB that is not a Competitor in a transaction exempt from the Issuer or an Affiliate registration requirements of the Issuer, in each case, in accordance with any Securities Act and the applicable securities laws of any state of the United States and any other relevant 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 20242013-1 Note is required to, notify any subsequent purchaser of a Series 20242013-1 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Restricted Global Notes will bear legends substantially similar to those set forth in Section 4.2(h)3.2(h) of this Series 2013-1 Supplement.
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h) and Section 4.2(i), as applicable.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h)3.2(i) of this Series 2013-1 Supplement.
(j) It understands that the certificates evidencing the Unrestricted Global Notes will bear legends substantially similar to those set forth in Section 3.2(j) of this Series 2013-1 Supplement.
(k) Either (i) it is not, and it is not acquiring or holding the Series 20242013-1 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan any plan, account or a governmental, church or non-U.S. plan other arrangement that is subject to Section 406 of ERISA, Section 4975 of the Code or provisions under any Similar Law, or (ii) for the Series 2024-1 Class A-2-I Notes its purchase and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 20242013-1 Class A-2-I Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, therein will not constitute or 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, as applicable.
(l) It understands that any subsequent transfer of the Series 20242013-1 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 20242013-1 Notes or any interest therein except in compliance with, with such restrictions and conditions and the 1933 Securities Act.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.
Appears in 1 contract
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 2024-1 Note pursuant to Class A-2 Note, other than the Offering Memorandum Issuer or an Affiliate of the Issuer, will be deemed to represent, warrant and agree on the date such Person acquires any interest in any such Series 2024-1 Class A-2 Note as follows:
(a) With respect to any sale of Series 2024-1 Class A-2 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 2024-1 Class A-2 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 2024-1 Class A-2 Notes in any such sale will be for its own account or for the account of another QIBQIB that is not a Competitor.
(b) With respect to any sale of Series 2024-1 Class A-2 Notes pursuant to Regulation S, at the time the buy order for such Series 2024-1 Class A-2 Notes was originated, it was outside the United States and the offer was made to a Person who is not a U.S. PersonPerson nor a Competitor, and was not purchasing for the account or benefit of a U.S. PersonPerson or a Competitor.
(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 Class A-2 Notes.
(d) It understands that the Issuer, the Controlling Class Representative Manager and the Manager Servicer may receive a list of participants holding positions in the Series 2024-1 Class A-2 Notes from one or more book-entry depositories. The purchaser agrees that the Trustee or its agents will not be held accountable by reason of any disclosure of any such information as to the name and addresses of the Note Owners in the register maintained by the Trustee.
(e) It understands that the Manager, the Controlling Class Representative Issuer and the Issuer 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.
(f) It will provide to each person to whom it transfers Series 2024-1 Class A-2 Notes notices of any restrictions on transfer of such Series 2024-1 Class A-2 Notes.
(g) It understands that (i) the Series 2024-1 Class A-2 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Securities Act, (ii) the Series 2024-1 Class A-2 Notes have not been registered under the 1933 Securities Act, (iii) the such Series 2024-1 Class A-2 Notes may be offered, resold, pledged or otherwise transferred only to (a) in the United States, Persons who that are not Competitors and who that are QIBs, purchasing for their own account or the account of one or more other Persons, each of which is a QIBQIB and is not a Competitor, (b) outside the United States, Persons who that are not Competitors and who that are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Securities Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. PersonPerson and not a Competitor, or (c) the Issuer or an Affiliate of the Issuer, in each case, in accordance with any applicable securities laws of any state of the United States and any other relevant jurisdiction, and (iv) it will, and each subsequent holder of a Series 2024-1 Class A-2 Note is required to, notify any subsequent purchaser of a Series 2024-1 Class A-2 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section Sections 4.2(h) and (j).
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h), (i) and Section 4.2(i(j), as applicable.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section Sections 4.2(h) and (j).
(k) Either (ia) it is not, and it is not acquiring or holding the Series 2024-1 Notes (or any interest therein) for or on behalf of, or with the assets of, neither a Plan (including, without limitation, an entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity or otherwise), nor a governmental, church or church, non-U.S. or other plan that is subject to any Similar Law, Law or (iib) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 2024-1 Class A-2-I A-2 Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in 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 of under any Similar Law, as applicable).
(l) If it is using assets of a Plan to acquire or hold the Series 2024-1 Class A-2 Notes or any interest therein, then such purchaser or transferee, as applicable, further represents that (i) none of WRI, the Guarantors, the Issuer, the Initial Purchasers, the Trustee, the Servicer or the Back-Up Manager or any of their respective affiliates or agents (the “Transaction Parties”) has acted as the Plan’s fiduciary, or has been relied upon for any advice, with respect to the Plan’s decision to acquire, hold, sell, exchange, vote or provide any consent with respect to the Series 2024-1 Class A-2 Notes, and none of the Transaction Parties shall at any time be relied upon as the Plan’s fiduciary with respect to the Plan’s decision to acquire, hold, sell, exchange, vote or provide any consent with respect to the Series 2024-1 Class A-2 Notes, and (ii) the decision to invest in the Series 2024-1 Class A-2 Notes has been made at the recommendation or direction of an independent fiduciary who (a) is independent of the Transaction Parties; (b) is capable of evaluating investment risks independently, both in general and with respect to particular transactions and investment strategies; (c) is a fiduciary (under ERISA and/or Section 4975 of the Code) with respect to the Plan’s investment in the Series 2024-1 Class A-2 Notes and is responsible for exercising independent judgment in evaluating the investment in the Series 2024-1 Class A-2 Notes; and (d) is aware of and acknowledges that (1) none of the Transaction Parties is undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the Plan’s investment in the Series 2024-1 Class A-2 Notes, and (2) the Transaction Parties have a financial interest in the Plan’s investment in the Series 2024-1 Class A-2 Notes.
(m) It understands that any subsequent transfer of the Series 2024-1 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 2024-1 Class A-2 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Securities Act.
. (mn) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.
Appears in 1 contract
Samples: Series Supplement (Wingstop Inc.)
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242022-1 Note pursuant to the Offering Memorandum will shall be deemed to represent, warrant and agree on the date such Person acquires any interest in any such Series 20242022-1 Note as follows:
(a) With respect to any sale of Series 20242022-1 Class A-2 Notes pursuant to Rule 144A, it is not a Competitor and it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242022-1 Class A-2 Notes to it will shall be made in reliance on Rule 144A. Its acquisition of Series 20242022-1 Class A-2 Notes in any such sale will shall be for its own account or for the account of another QIBQIB that is not a Competitor.
(b) With respect to any sale of Series 20242022-1 Class A-2 Notes pursuant to Regulation S, at the time the buy order for such Series 20242022-1 Class A-2 Notes was originated, it was outside the United States and the offer was made to a Person who is not a U.S. Person, not a Competitor, and was not purchasing for the account or benefit of a U.S. PersonPerson who is not a Competitor.
(c) It willshall, and each account for which it is purchasing willshall, (i) hold and transfer at least the minimum denomination of Series 20242022-1 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 Class A-2 Notes.
(d) It understands that the IssuerManagers, the Controlling Class Representative Co-Issuers, the Trustee and the Manager Servicer may receive a list of participants holding positions in the Series 20242022-1 Class A-2 Notes from one or more book-entry depositories. The purchaser agrees that none of the Managers, the Co-Issuers, the Trustee or the Servicer nor any of their respective agents will be held accountable by reason of any disclosure of such information as to the name and address of the Note Owners maintained by the Trustee.
(e) It understands that the ManagerManagers, the Controlling Class Representative Co-Issuers and the Issuer 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 Permitted Recipient Certifications executed to obtain access to the Trustee’s password-protected website.
(f) It will shall provide to each person to whom it transfers Series 20242022-1 Notes notices of any restrictions on transfer of such Series 20242022-1 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Issuer or an Affiliate of the Issuer, in each case, in accordance with any applicable securities laws of any state of the United States and any other relevant jurisdiction, and (iv) it will, and each subsequent holder of a Series 2024-1 Note is required to, notify any subsequent purchaser of a Series 2024-1 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h) and Section 4.2(i), as applicable.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(k) Either (i) it is not, and it is not acquiring or holding the Series 2024-1 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or non-U.S. plan that is subject to any Similar Law, or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 2024-1 Class A-2-I Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any Similar Law, as applicable.
(l) It understands that any subsequent transfer of the Series 2024-1 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 2024-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.1
Appears in 1 contract
Samples: Series 2022 1 Supplement (Driven Brands Holdings Inc.)
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242018-1 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 20242018-1 Note as follows:
(a) With respect to any sale of Series 20242018-1 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242018-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242018-1 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 20242018-1 Notes pursuant to Regulation S, at the time the buy order for such Series 20242018-1 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 20242018-1 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 Master Issuer, the Controlling Class Representative Manager and the Manager Servicer may receive a list of participants holding positions in the Series 20242018-1 Notes from one or more book-entry depositories.
(e) It understands that the Manager, the Controlling Class Representative Master Issuer and the Issuer 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.
(f) It will provide to each person to whom it transfers Series 20242018-1 Notes notices of any restrictions on transfer of such Series 20242018-1 Notes.
(g) It understands that (i) the Series 20242018-1 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 20242018-1 Notes have not been registered under the 1933 Act, (iii) the such Series 20242018-1 Notes may be offered, resold, pledged or otherwise transferred only (A) 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Master Issuer or an Affiliate of the Master Issuer, (B) in each casethe United States to a Person who the seller reasonably believes is a QIB 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 not a U.S. Person in accordance with any a transaction meeting the requirements of Regulation S and who is not a Competitor or (D) to a Person that is not a Competitor in a transaction exempt from the registration requirements of the 1933 Act and the applicable securities laws of any state of the United States and any other relevant 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 20242018-1 Note is required to, notify any subsequent purchaser of a Series 20242018-1 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.2(h)4.4(h) of this Series Supplement.
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(hSection 4.4(i) and Section 4.2(i), as applicableof this Series Supplement.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h)4.4(j) of this Series Supplement.
(k) Either (i) it is not, and it is not acquiring or holding the Series 20242018-1 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or church, non-U.S. or other plan that which is subject to any Similar Law, Law or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 20242018-1 Class A-2-I Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in 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 of under any Similar Law, as applicable.
(l) It understands that any subsequent transfer of the Series 20242018-1 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 20242018-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act.
(m) It is not a Competitor.
(n) It If such Note Owner is a Plan, or a fiduciary purchasing the Series 2018-1 Note on behalf of a Plan, (a “Plan Fiduciary”), such Note Owner or Plan Fiduciary, as applicable, represents that: (i) none of the Manager, the Master Issuer, the Securitization Entities, the Initial Purchasers, the Trustee, or any of their respective Affiliates (the “Transaction Parties”) has provided or will strictly provide advice with respect to the acquisition of such Series 2018-1 Notes by the Plan, (ii) the decision to invest in the Series 2018-1 Notes has been made at the recommendation or direction of the Plan Fiduciary which is independent of the Transaction Parties, and the Plan Fiduciary either: (A) is a bank as defined in Section 202 of the 1940 Act, or similar institution that is regulated and supervised and subject to periodic examination by a state or federal agency; (B) is an insurance carrier which is qualified under the laws of more than one state to perform the services of managing, acquiring or disposing of assets of a Plan; (C) is an investment adviser registered under the 1940 Act or, if not registered as an investment adviser under the 1940 Act by reason of paragraph (1) of Section 203A of the 1940 Act, is registered as an investment adviser under the laws of the state in which it maintains its principal office and place of business; (D) is a broker-dealer registered under the Exchange Act; or (E) has, and at all times that the Plan is invested in such Series 2018-1 Notes will have, total assets of at least $50,000,000 under its management or control (provided that this clause (E) shall not be satisfied if the Plan Fiduciary is either (1) the owner or a relative of the owner of an investing individual retirement account or (2) a participant or beneficiary of the Plan investing in such Series 2018-1 Notes in such capacity); (iii) the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to particular transactions and investment strategies, including the acquisition by the Plan of such Series 2018-1 Notes; (iv) the Plan Fiduciary is a “fiduciary” with respect to the Plan within the meaning of Section 3(21) of ERISA, Section 4975 of the Code, or both, and is responsible for exercising independent judgment in evaluating the Plan’s acquisition of such Series 2018-1 Notes; (v) none of the Transaction Parties has exercised any authority to cause the Plan to invest in such Series 2018-1 Notes or to negotiate the terms of the Plan’s investment in such Series 2018-1 Notes; and (vi) the Plan Fiduciary has been informed: (A) that none of the Transaction Parties is undertaking to provide impartial investment advice or to give advice in a fiduciary capacity, and that no such entity has given investment advice or otherwise made a recommendation, in connection with the Plan’s acquisition of such Series 2018-1 Notes; and (B) of the existence and nature of the Transaction Parties financial interests in the Plan’s acquisition of such Series 2018-1 Notes. The above representations in this paragraph are intended to comply with this Series 2024the Department of Labor’s Regulation, Sections 29 C.F.R. 2510.3-1 Supplement 21(a) and the Base Indenture (c)(1) as promulgated on April 8, 2016 (81 Fed. Reg. 20,997). If these regulations are revoked, repealed or no longer effective, these representations shall be deemed to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, be no longer in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indentureeffect.
Appears in 1 contract
Samples: Series Supplement (Wendy's Co)
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242023-1 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 20242023-1 Note as follows:
(a) With respect to any sale of Series 20242023-1 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242023-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242023-1 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 20242023-1 Notes pursuant to Regulation S, at the time the buy order for such Series 20242023-1 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 20242023-1 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 IssuerManager, the Controlling Class Representative Co-Issuers and the Manager Servicer may receive a list of participants holding positions in the Series 20242023-1 Notes from one or more book-entry depositories.
(e) It understands that the Manager, the Controlling Class Representative Co-Issuers and the Issuer 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.
(f) It will provide to each person to whom it transfers Series 20242023-1 Notes notices of any restrictions on transfer of such Series 20242023-1 Notes.
(g) It understands that (i) the Series 20242023-1 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 20242023-1 Notes have not been registered under the 1933 Act, (iii) the such Series 20242023-1 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Issuer Co-Issuers or an Affiliate of the IssuerCo-Issuers, in each case, in accordance with any applicable securities laws of any state of the United States and any other relevant jurisdiction, and (iv) it will, and each subsequent holder of a Series 20242023-1 Note is required to, notify any subsequent purchaser of a Series 20242023-1 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Sections 3.2(h) and Section 4.2(h3.2(j).
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(hSection 3.2(h), Section 3.2(i) and Section 4.2(i3.2(j), as applicable.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 3.2(h) and Section 4.2(h3.2(j), as applicable.
(k) Either (i) it the purchaser or transferee is notneither a Plan (including an entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity or otherwise), nor a governmental, church, non-U.S. or other plan that is subject to any federal, state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA or Section 4975 of the Code or (ii) the purchaser’s or transferee’s acquisition, holding and it is not acquiring or holding disposition of the Series 20242023-1 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or non-U.S. plan that is subject to any Similar Law, or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 2024-1 Class A-2-I Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in 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 of under any Similar Law, as applicablesimilar law).
(l) It understands that any subsequent transfer of the Series 20242023-1 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 20242023-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.
Appears in 1 contract
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242018-1 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 such Series 20242018-1 Class A-2 Note as follows:
(a) With respect to any sale In the case of Series 20242018-1 Class A-2 Notes pursuant to Rule 144Aacquired in the United States, that it is (i) a QIB pursuant to Rule 144AQIB, and is (ii) aware that any the sale of Series 2024-1 Notes to it will be is being made in reliance on Rule 144A. Its acquisition of 144A and (iii) acquiring such Series 20242018-1 Class A-2 Notes in any such sale will be for its own account or for the account of another QIBperson that is a QIB and is not a Competitor with respect to which it exercises sole investment discretion.
(b) With respect to any sale In the case of Series 20242018-1 Class A-2 Notes pursuant to Regulation S, at the time the buy order for such Series 2024-1 Notes was originated, it was acquired outside of the United States and the offer was made to a Person who States, that it is (i) not a U.S. Person, (ii) 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, (iii) acquiring such Series 2018-1 Class A-2 Notes for its own account or the account of another person that is a U.S. Person and was is not a Competitor, with respect to which it exercises sole investment discretion, and (d) not purchasing for such Series 2018-1 Class A-2 Notes with a view to the account resale, distribution or benefit of other disposition thereof in the United States or to 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 20242018-1 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 Class A-2 Notes.
(d) It understands that the IssuerCo-Issuers, the Controlling Class Representative Manager and the Manager Servicer may receive a list of participants holding positions in the Series 20242018-1 Class A-2 Notes from one or more book-entry depositories.
(e) It understands that the Manager, the Co-Issuers, the Servicer and 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 20242018-1 Class A-2 Notes notices of any restrictions on transfer of such Series 20242018-1 Class A-2 Notes.
(g) It is not a Competitor.
(h) It understands that (i) the Series 20242018-1 Class A-2 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Securities Act, (ii) the Series 20242018-1 Notes have not been registered under the 1933 Securities Act, (iii) the Series 20242018-1 Class A-2 Notes may be offered, resold, pledged or otherwise transferred only to the Master Issuer or an Affiliate of the Master Issuer or (aA) in the United States, Persons who are to a Person that is not Competitors a Competitor and who are QIBs, purchasing for their own account or the account of one or more other Persons, each of which that is a QIBQIB in a transaction meeting the requirements of Rule 144A, (bB) outside the United States, Persons who are to a Person that is not Competitors a Competitor and who are that is not “a U.S. Persons” Person in offshore transactions in reliance on a transaction meeting the requirements of Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. PersonS, or (cC) to a Person that is not a Competitor in a transaction exempt from the Issuer or an Affiliate registration requirements of the Issuer, in each case, in accordance with any Securities Act and the applicable securities laws of any state of the United States and any other relevant jurisdiction, in each such case in accordance with the Base Indenture and any applicable securities laws of any state of the United States and (iv) it will, and each subsequent holder of a Series 20242018-1 Class A-2 Note is required to, notify any subsequent purchaser of a Series 20242018-1 Class A-2 Note of the resale restrictions set forth in clause (iii) above.
(hi) It understands that the certificates evidencing the Rule 144A Restricted Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(i4.4(h) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h) and Section 4.2(i), as applicableof this Series Supplement.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h)4.4(i) of this Series Supplement.
(k) It understands that the certificates evidencing the Unrestricted Global Notes will bear legends substantially similar to those set forth in Section 4.4(j) of this Series Supplement.
(l) (I) Either (i) it is not, and it the purchaser 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 2024-1 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or non-U.S. plan that is subject to any Similar Law, or (ii) for the Series 20242018-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 2024-1 Class A-2-I Notes (or any interest therein) or the Series 2024-1 Class A-2-II A-2 Notes (or any interest therein), as applicable, or (ii) its purchase and holding of the Series 2018-1 Class A-2 Notes (or any interest therein) does not constitute and will not constitute or 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, and (II) if the purchaser is a Benefit Plan Investor, as applicablelong as it holds such Series 2018-1 Class A-2 Notes (i) none of the Co-Issuers, the Guarantor, the Initial Purchaser or any of their respective Affiliates (the “Transaction Parties”) has provided or will provide advice with respect to the investment in the Series 2018-1 Class A-2 Notes by the plan, and the plan’s fiduciary responsible for the plan’s investment in the Note (the “Plan Fiduciary”) either: (A) is a bank as defined in section 202 of the investment advisers act of 1940 (the “Advisers Act”), or similar institution that is regulated and supervised and subject to periodic examination by a state or federal agency; (B) is an insurance carrier which is qualified under the laws of more than one state to perform the services of managing, acquiring or disposing of assets of a plan; (C) is an investment adviser registered under the Advisers Act, or, if not registered an as investment adviser under the Advisers Act by reason of paragraph (1) of section 203a of the Advisers Act, is registered as an investment adviser under the laws of the state in which it maintains its principal office and place of business; (D) is a broker-dealer registered under the Exchange Act; or (E) has, and at all times while the plan is holding the Series 2018-1 Class A-2 Notes will have, total assets of at least U.S. $50,000,000 under its management or control (provided that this clause (E) shall not be satisfied if the Plan Fiduciary is either (1) the owner or a relative of the owner of the individual retirement account that is purchasing the Series 2018-1 Class A-2 Notes, or (2) a participant or beneficiary of the plan purchasing the Series 2018-1 Class A-2 Notes in such capacity); (ii) the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to particular transactions and investment strategies, including the purchase and holding of the Series 2018-1 Class A-2 Notes by the plan; (iii) the Plan Fiduciary is a “fiduciary” with respect to the plan within the meaning of section 3(21) of ERISA, Section 4975 of the Code, or both, and is responsible for exercising independent judgment in evaluating the plan’s purchase, holding and disposition of the Series 2018-1 Class A-2 Notes; (iv) none of the transaction parties has exercised any authority to cause the plan to invest in the Series 2018-1 Class A-2 Notes; (v) none of the transaction parties receives a fee or other compensation from the plan or Plan Fiduciary for the provision of investment advice in connection with the plan’s decision to invest in the Series 2018-1 Class A-2 Notes; and (vi) the Plan Fiduciary has been (and hereby is) informed by the Transaction Parties: (A) that none of the Transaction Parties is undertaking to provide impartial investment advice or to give advice in a fiduciary capacity, and that no such entity has given investment advice or otherwise made a recommendation, in connection with the plan’s investment in the Series 2018-1 Class A-2 Notes; and (B) of the existence and nature of the Transaction Parties’ financial interests in the plan’s investment in the Series 2018-1 Class A-2 Notes as disclosed in the Offering Memorandum. The above representations are intended to comply with the U.S. Department of Labor’s reg. sections 29 C.F.R. 2510.3¬21(a) and (c)(1) as promulgated on April 8, 2016 (81 fed. reg. 20,997). If these regulations are revoked, repealed or no longer effective, these representations shall be deemed to be no longer in effect. None of the Transaction Parties is undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity to a Benefit Plan Investor, in connection with any investment in the Series 2018-1 Class A-2 Notes.
(lm) It understands that any subsequent transfer of the Series 20242018-1 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 20242018-1 Class A-2 Notes or any interest therein except in compliance with, with such restrictions and conditions and the 1933 Securities Act.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.
Appears in 1 contract
Samples: Series Supplement (Sonic Corp)
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242018-1 Note Owner pursuant to the Offering Memorandum will shall be deemed to represent, warrant and agree on the date such Person acquires any interest in any such Series 20242018-1 Note as follows:
(a) With respect to any sale purchase of Series 20242018-1 Senior Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, 144A and is aware that any sale of Series 20242018-1 Senior Notes to it will shall be made in reliance on Rule 144A. Its acquisition of Series 20242018-1 Senior Notes in any such sale will shall be for its own account or for the account of another QIB.
(b) With respect to any sale purchase of Series 20242018-1 Senior Notes pursuant to Regulation S, at the time the buy order for such Series 20242018-1 Senior Notes was originated, it was outside the United States and the offer it 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 willhas not been formed for the purpose of investing in the Series 2018-1 Senior Notes, except where each beneficial owner is a QIB (for Series 2018-1 Senior Notes acquired in the United States) or not a U.S. Person (for Series 2018-1 Senior Notes acquired outside the United States).
(d) It shall, and each account for which it is purchasing willshall, (i) hold and transfer at least the minimum denomination of Series 20242018-1 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 Senior Notes.
(de) It understands that the IssuerCo-Issuers, the Controlling Class Representative Manager and the Manager Servicer may receive a list of participants holding positions in the Series 20242018-1 Senior Notes from one or more book-entry depositories.
(ef) It understands that the Manager, the Controlling Class Representative Co-Issuers and the Issuer Servicer may receive (i) a list of Series 2018-1 Note Owners that have requested access to the Trustee’s password-protected website or that have voluntarily registered as a Series 2018-1 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.
(fg) It will shall provide to each person to whom it transfers Series 20242018-1 Senior Notes notices of any restrictions on transfer of such Series 20242018-1 Senior Notes.
(gh) It understands that (i) the Series 20242018-1 Senior Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Securities Act, (ii) the Series 20242018-1 Senior Notes have not been registered under the 1933 Securities Act, (iii) the Series 20242018-1 Senior Notes may be offered, resold, pledged or otherwise transferred only (A) 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Master Issuer or an Affiliate of the Master Issuer, (B) in each casethe United States to a Person who the seller reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A and that is not a Competitor, (C) outside the United States to a Person that is not a U.S. Person in accordance with any a transaction meeting the requirements of Regulation S and that is not a Competitor or (D) to a Person that 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 relevant 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 willshall, and each subsequent holder of a Series 20242018-1 Senior Note is required to, notify any subsequent purchaser of a Series 20242018-1 Senior Note of the resale restrictions set forth in clause (iii) above.
(hi) It understands that the certificates evidencing the Rule 144A Series 2018-1 Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(i3.02(h) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h) and Section 4.2(i), as applicableof this Series Supplement.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h)3.02(i) of this Series Supplement.
(k) It understands that the certificates evidencing the Series 2018-1 Global Notes will bear legends substantially similar to those set forth in Section 3.02(j) of this Series Supplement.
(l) Either (i) it is not, and it is not acquiring or holding the Series 20242018-1 Senior Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan any plan, account or a governmental, church or non-U.S. plan other arrangement that is subject to Title I of ERISA, Section 4975 of the Code, entities whose underlying assets are considered to include “plan assets” of such plans, accounts and arrangements under DOL regulations, as modified by Section 3(42) of ERISA (collectively, “ERISA Plans”) or with the assets or any plan, account or other arrangement that is subject to the provisions under any Similar Law, or (ii) for the Series 2024-1 Class A-2-I Notes its purchase and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 20242018-1 Class A-2-I Senior Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, therein does not constitute and will not constitute or 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, as applicable.
(lm) It understands that any subsequent transfer of the Series 20242018-1 Senior 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 20242018-1 Senior Notes or any interest therein except in compliance with, with such restrictions and conditions and the 1933 Securities Act.
(mn) It is not a Competitor.
(no) It If it is an ERISA Plan or is purchasing or holding the Series 2018-1 Senior Notes on behalf of or with “plan assets” of any ERISA Plan, for so long as the DOL’s Reg. Sections 29 C.F.R. 2510.3-21(a) and (c)(1) as promulgated on April 8, 2016 (81 Fed. Reg. 20,997) are in effect, (a) none of the Transaction Parties has acted as such ERISA Plan’s fiduciary, or has been relied upon for any advice, with respect to such ERISA Plan’s decision to acquire and hold the Series 2018-1 Senior Notes and none of the Transaction Parties will strictly at any time be relied upon as such ERISA Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer the Series 2018-1 Senior Notes and (b) the decision to acquire and hold the Series 2018-1 Senior Notes has been made by a duly authorized fiduciary who is independent of the Transaction Parties and who (i) is a (A) bank as defined in Section 202 of the Advisers Act or similar institution that is regulated and supervised and subject to periodic examination by a state or federal agency of the United States, (B) insurance carrier which is qualified under the laws of more than one state of the United States to perform the services of managing, acquiring or disposing of assets of such an ERISA Plan, (C) investment adviser registered under the Advisers Act or, if not registered an as investment adviser under the Advisers Act by reason of paragraph (1) of Section 203A of the Advisers Act, is registered as an investment adviser under the laws of the state (referred to in such paragraph (1)) in which it maintains its principal office and place of business, (D) broker-dealer registered under the Securities Exchange Act of 1934, as amended or (E) “independent fiduciary” within the meaning of US Code of Federal Regulations 29 C.F.R. Section 2510.3-21(c), as amended from time to time, that holds or has at least $50 million of assets under management or control and will at all times that such ERISA Plan holds the Series 2018-1 Senior Notes hold or have under management or control, total assets of at least $50 million, (ii) in the case of an ERISA Plan that is an IRA, is not the IRA owner, beneficiary of the IRA or relative of the IRA owner or beneficiary, (iii) is capable of evaluating investment risks independently, both in general and with regard to the prospective investment in the Series 2018-1 Senior Notes, (iv) is a fiduciary under ERISA or the Code, or both, with respect to the decision to acquire and hold the Series 2018-1 Senior Notes, (v) has exercised independent judgment in evaluating whether to invest the assets of such ERISA Plan in the Series 2018-1 Senior Notes, (vi) understands and has been fairly informed of the existence and the nature of the financial interests of the Transaction Parties in connection with such ERISA Plan’s acquisition of the Series 2018-1 Senior Notes, (vii) understands that the Transaction Parties are not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity to such ERISA Plan, in connection with such ERISA Plan’s acquisition of the Series 2018-1 Senior Notes and (viii) confirms that no fee or other compensation will be paid directly to any of the Transaction Parties by such ERISA Plan, or any fiduciary, participant or beneficiary of such ERISA Plan, for the provision of investment advice (as opposed to other services) in connection with such ERISA Plan’s acquisition of the Series 2018-1 Senior Notes (it being understood that the foregoing representations are intended to comply with this Series 2024the DOL’s Reg. Sections 29 C.F.R. 2510.3-1 Supplement 21(a) and the Base Indenture (c)(1) as promulgated on April 8, 2016 (81 Fed. Reg. 20,997) and that if these regulations are revoked, repealed or no longer effective, these representations shall be deemed to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, be no longer in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indentureeffect).
Appears in 1 contract
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242019-1 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 20242019-1 Note as follows:
(a) With respect to any sale of Series 20242019-1 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242019-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242019-1 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 20242019-1 Notes pursuant to Regulation S, at the time the buy order for such Series 20242019-1 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 20242019-1 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 Master Issuer, the Controlling Class Representative Manager and the Manager Servicer may receive a list of participants holding positions in the Series 20242019-1 Notes from one or more book-entry depositories.
(e) It understands that the Manager, the Controlling Class Representative Master Issuer and the Issuer 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.
(f) It will provide to each person to whom it transfers Series 20242019-1 Notes notices of any restrictions on transfer of such Series 20242019-1 Notes.
(g) It understands that (i) the Series 20242019-1 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 20242019-1 Notes have not been registered under the 1933 Act, (iii) the such Series 20242019-1 Notes may be offered, resold, pledged or otherwise transferred only (A) 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Master Issuer or an Affiliate of the Master Issuer, (B) in each casethe United States to a Person who the seller reasonably believes is a QIB 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 not a U.S. Person in accordance with any a transaction meeting the requirements of Regulation S and who is not a Competitor or (D) to a Person that is not a Competitor in a transaction exempt from the registration requirements of the 1933 Act and the applicable securities laws of any state of the United States and any other relevant 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 20242019-1 Note is required to, notify any subsequent purchaser of a Series 20242019-1 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.2(h)4.4(h) of this Series Supplement.
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(hSection 4.4(i) and Section 4.2(i), as applicableof this Series Supplement.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h)4.4(j) of this Series Supplement.
(k) Either (i) it is not, and it is not acquiring or holding the Series 20242019-1 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or church, non-U.S. or other plan that which is subject to any Similar Law, Law or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 20242019-1 Class A-2-I Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in 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 of under any Similar Law, as applicable.
(l) It understands that any subsequent transfer of the Series 20242019-1 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 20242019-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act.
(m) It is not a Competitor.
(n) It will strictly comply with this If such Note Owner is a Plan, or a fiduciary purchasing the Series 20242019-1 Supplement and the Base Indenture as to treatment Note on behalf of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to a Plan, (a “Plan Fiduciary”), such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income Note Owner or franchise taxes and any other tax imposed on or measured by incomePlan Fiduciary, as applicable, represents that none of the Manager, the Master Issuer, the Securitization Entities, the Initial Purchasers, the Trustee, or any of their respective Affiliates (the “Transaction Parties”) has provided in this or will provide advice with respect to the acquisition of such Series 20242019-1 Supplement and Notes by the Base IndenturePlan.
Appears in 1 contract
Samples: Series Supplement (Wendy's Co)
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242020-1 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 20242020-1 Note as follows:
(a) With respect to any sale of Series 20242020-1 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242020-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242020-1 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 20242020-1 Notes pursuant to Regulation S, at the time the buy order for such Series 20242020-1 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 20242020-1 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 Issuer and the Manager may receive a list of participants holding positions in the Series 20242020-1 Notes from one or more book-entry depositories.
(e) It understands that the Manager, the Controlling Class Representative Manager 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 20242020-1 Notes notices of any restrictions on transfer of such Series 20242020-1 Notes.
(g) It understands that (i) the Series 20242020-1 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 20242020-1 Notes have not been registered under the 1933 Act, (iii) the Series 20242020-1 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Issuer or an Affiliate of the Issuer, in each case, in accordance with any applicable securities laws of any state of the United States and any other relevant jurisdiction, and (iv) it will, and each subsequent holder of a Series 20242020-1 Note is required to, notify any subsequent purchaser of a Series 20242020-1 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h) and Section 4.2(i), as applicable.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(k) Either (i) it is not, and it is not acquiring or holding the Series 20242020-1 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or church, non-U.S. or other plan that which is subject to any Similar Law, Law or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 20242020-1 Class A-2-I Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in 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 of under any Similar Law, as applicable.
(l) It understands that any subsequent transfer of the Series 20242020-1 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 20242020-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.
Appears in 1 contract
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242023-1 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 20242023-1 Note as follows:
(a) With respect to any sale of Series 20242023-1 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242023-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242023-1 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 20242023-1 Notes pursuant to Regulation S, at the time the buy order for such Series 20242023-1 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 20242023-1 Notes set forth in Section 2.3 of this Series 20242023-1 Supplement and (ii) the Exchangeable Notes are issued and may only be held in permitted denominations of the corresponding Classes of Exchange NotesSupplement.
(d) It understands that the Issuer, the Controlling Class Representative Issuer and the Manager may receive a list of participants holding positions in the Series 20242023-1 Notes from one or more book-entry depositories.
(e) It understands that the Manager, the Controlling Class Representative Manager 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 20242023-1 Notes notices of any restrictions on transfer of such Series 20242023-1 Notes.
(g) It understands that (i) the Series 20242023-1 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 20242023-1 Notes have not been registered under the 1933 Act, (iii) the Series 20242023-1 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Issuer or an Affiliate of the Issuer, in each case, in accordance with any applicable securities laws of any state of the United States and any other relevant jurisdiction, and (iv) it will, and each subsequent holder of a Series 20242023-1 Note is required to, notify any subsequent purchaser of a Series 20242023-1 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h) and Section 4.2(i), as applicable.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(k) Either (i) it is not, and it is not acquiring or holding the Series 20242023-1 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or church, non-U.S. or other plan that which is subject to any Similar LawLaw or with respect to the Series 2023-1 Class A-1 Notes only, or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 20242023-1 Class A-2-I A-1 Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in 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 of under any Similar Law, as applicable.
(l) It understands that any subsequent transfer of the Series 20242023-1 Notes or any interest therein is subject to certain restrictions and conditions set forth in the Base Indenture and this Series 2023-1 Supplement and it agrees to be bound by, and not to resell, pledge or otherwise transfer the Series 20242023-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.
Appears in 1 contract
Samples: Supplement (Fat Brands, Inc)
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242015-1 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 20242015-1 Note as follows:
(a) With respect to any sale of Series 20242015-1 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242015-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242015-1 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 20242015-1 Notes pursuant to Regulation S, at the time the buy order for such Series 20242015-1 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 20242015-1 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 Master Issuer, the Controlling Class Representative Manager and the Manager Servicer may receive a list of participants holding positions in the Series 20242015-1 Notes from one or more book-entry depositories.
(e) It understands that the Manager, the Controlling Class Representative Master Issuer and the Issuer 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.
(f) It will provide to each person to whom it transfers Series 20242015-1 Notes notices of any restrictions on transfer of such Series 20242015-1 Notes.
(g) It understands that (i) the Series 20242015-1 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 20242015-1 Notes have not been registered under the 1933 Act, (iii) the such Series 20242015-1 Notes may be offered, resold, pledged or otherwise transferred only (A) 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Master Issuer or an Affiliate of the Master Issuer, (B) in each casethe United States to a Person who the seller reasonably believes is a QIB 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 not a U.S. Person in accordance with any a transaction meeting the requirements of Regulation S and who is not a Competitor or (D) to a Person that is not a Competitor in a transaction exempt from the registration requirements of the 1933 Act and the applicable securities laws of any state of the United States and any other relevant 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 20242015-1 Note is required to, notify any subsequent purchaser of a Series 20242015-1 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.2(h)4.4(h) of this Series Supplement.
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(hSection 4.4(i) and Section 4.2(i), as applicableof this Series Supplement.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h)4.4(j) of this Series Supplement.
(k) Either (i) it is not, and it is not acquiring or holding the Series 20242015-1 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or church, non-U.S. or other plan that which is subject to any Similar Law, Law or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 20242015-1 Class A-2-I Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in 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 of under any Similar Law, as applicable.
(l) It understands that any subsequent transfer of the Series 20242015-1 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 20242015-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.
Appears in 1 contract
Samples: Series Supplement (Wendy's Co)
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242019-1 2 Class A-2 Note pursuant to the Offering Memorandum will shall be deemed to represent, warrant and agree on the date such Person acquires any interest in any such Series 20242019-1 2 Class A-2 Note as follows:
(a) With respect to any sale of Series 20242019-1 2 Class A-2 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242019-1 2 Class A-2 Notes to it will shall be made in reliance on Rule 144A. Its acquisition of Series 20242019-1 2 Class A-2 Notes in any such sale will shall be for its own account or for the account of another QIBQIB that is not a Competitor.
(b) With respect to any sale of Series 20242019-1 2 Class A-2 Notes pursuant to Regulation S, at the time the buy order for such Series 20242019-1 2 Class A-2 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 their own account or the account of one or benefit more persons, each of which is not a Competitor and not a U.S. Person.
(c) It willshall, and each account for which it is purchasing willshall, (i) hold and transfer at least the minimum denomination of Series 20242019-1 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 2 Class A-2 Notes.
(d) It understands that the Issuer, the Controlling Class Representative Manager and the Manager Servicer may receive a list of participants holding positions in the Series 20242019-1 2 Class A-2 Notes from one or more book-entry depositories.
(e) It understands that the Manager, the Controlling Class Representative Issuer and the Issuer 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.
(f) It will shall provide to each person to whom it transfers Series 20242019-1 2 Class A-2 Notes notices of any restrictions on transfer of such Series 20242019-1 2 Class A-2 Notes.
(g) It understands that (i) the Series 20242019-1 2 Class A-2 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Securities Act, (ii) the Series 20242019-1 2 Class A-2 Notes have not been registered under the 1933 Securities Act, (iii) the such Series 20242019-1 2 Class A-2 Notes may be offered, resold, pledged or otherwise transferred only (A) 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Issuer or an Affiliate of the Issuer, (B) in each casethe United States to a Person who the seller reasonably believes is a QIB 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 not a U.S. Person in accordance with any a transaction meeting the requirements of Regulation S and who is not a Competitor or (D) to a Person that 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 relevant 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 willshall, and each subsequent holder of a Series 20242019-1 2 Class A-2 Note is required to, notify any subsequent purchaser of a Series 20242019-1 2 Class A-2 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will shall bear legends substantially similar to those set forth in Section 4.2(h)4.4(h) and (j) of this Series Supplement.
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will shall bear legends substantially similar to those set forth in Sections 4.2(hSection 4.4(h), (i) and Section 4.2(i), as applicable(j) of this Series Supplement.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will shall bear legends substantially similar to those set forth in Section 4.2(h4.4(h), (i) and (j) of this Series Supplement.
(k) Either (i) it is not, and it is not acquiring or holding the Series 20242019-1 2 Class A-2 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or church, non-U.S. or other plan that which is subject to any Similar Law, Law or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 20242019-1 2 Class A-2-I A-2 Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will shall not constitute or result in 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 of under any Similar Law, as applicable.
(l) If it is using assets of a Plan to acquire or hold the Series 2019-2 Class A-2 Notes or any interest therein, then it further represents that (i) none of the Issuer, the Initial Purchaser, any Guarantor, the Servicer, the Back-up Manager, the Trustee, nor any other party to the Securitization Transaction, nor any of their respective affiliates (collectively, the “Transaction Parties”) has acted as the Plan’s fiduciary, or has been relied upon for any advice, with respect to the Plan’s decision to acquire, hold, sell, exchange, vote or provide any consent with respect to the Series 2019-2 Class A-2 Notes, and none of the Transaction Parties shall at any time be relied upon as the Plan’s fiduciary with respect to the Plan’s decision to acquire, hold, sell, exchange, vote or provide any consent with respect to the Series 2019-2 Class A-2 Notes, and (ii) the decision to invest in the Series 2019-2 Class A-2 Notes has been made at the recommendation or direction of an independent fiduciary as contemplated by U.S. Code of Federal Regulations 29 C.F.R. Section 2510.3-21(c), as amended from time to time, who (a) is independent of the Transaction Parties; (b) is capable of evaluating investment risks independently, both in general and with respect to particular transactions and investment strategies; (c) is a fiduciary (under ERISA and/or Section 4975 of the Code) with respect to the Plan’s investment in the Series 2019-2 Class A-2 Notes and is responsible for exercising independent judgment in evaluating the investment in the Series 2019-2 Class A-2 Notes; and (e) is aware of and acknowledges that (1) none of the Transaction Parties is undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the Plan’s investment in the Series 2019-2 Class A-2 Notes, and (2) the Transaction Parties have a financial interest in the Plan’s investment in the Series 2019-2 Class A-2 Notes.
(m) It understands that any subsequent transfer of the Series 20242019-1 2 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 20242019-1 2 Class A-2 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Securities Act.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement is not a Competitor and is not purchasing for the Base Indenture as to treatment account or benefit of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenturea Competitor.
Appears in 1 contract
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242019-1 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 such Series 20242019-1 Class A-2 Note as follows:
(a) With respect to any sale of Series 20242019-1 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242019-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242019-1 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 20242019-1 Notes pursuant to Regulation S, at the time the buy order for such Series 20242019-1 Notes was originated, it was outside the United States and the offer was made to a Person who that is not a U.S. Person, and was not purchasing for the account or benefit of a U.S. Person.
(c) It has not been formed for the purpose of investing in the Series 2019-1 Notes, except where each beneficial owner is a QIB (for Series 2019-1 Notes acquired in the United States) or is not a U.S. Person (for Series 2019-1 Notes acquired outside the United States).
(d) It will, and each account for which it is purchasing will, (i) hold and transfer at least the minimum denomination of Series 20242019-1 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.
(de) It understands that the Master Issuer, the Controlling Class Representative Manager and the Manager Servicer may receive a list of participants holding positions in the Series 20242019-1 Notes from one or more book-entry depositories.
(ef) It understands that the Manager, the Controlling Class Representative Master Issuer and the Issuer 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.
(fg) It will provide to each person to whom it transfers Series 20242019-1 Notes notices of any restrictions on transfer of such Series 20242019-1 Notes.
(gh) It understands that (i) the Series 20242019-1 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Securities Act, (ii) the Series 20242019-1 Notes have not been registered under the 1933 Securities Act, (iii) the such Series 20242019-1 Notes may be offered, resold, pledged or otherwise transferred only (A) 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Master Issuer or an Affiliate of the Master Issuer, (B) in each casethe United States to a Person who the seller reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A and that is not a Competitor, (C) outside the United States to a Person that is not a U.S. Person in accordance with any a transaction meeting the requirements of Regulation S and that is not a Competitor or (D) to a Person that 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 relevant 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 20242019-1 Note is required to, notify any subsequent purchaser of a Series 20242019-1 Note of the resale restrictions set forth in clause (iii) above.
(hi) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.2(h)4.4(h) of this Series Supplement.
(ij) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(hSection 4.4(i) and Section 4.2(i), as applicableof this Series Supplement.
(jk) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h)4.4(j) of this Series Supplement.
(kl) Either In the case of an investment in the Series 2019-1 Class A-2 Notes, either (i) it is notneither a Plan (including, without limitation, an entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity or otherwise) nor a governmental, church, non-U.S. or other plan which is subject to any Similar Law or (ii) its acquisition, holding and it is not acquiring or holding disposition of the Series 20242019-1 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or non-U.S. plan that is subject to any Similar Law, or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 2024-1 Class A-2-I Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in a non-exempt prohibited transaction under Section 406 Title I 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 of under any Similar Law, as applicable.
(lm) If it is a Plan, it represents, warrants and agrees that (i) none of the Transaction Parties or other persons that provide marketing services, nor any of their affiliates, has provided, and none of them will provide, any investment recommendation or investment advice on which it, or any Plan Fiduciary has relied as a primary basis in connection with its decision to invest in the Series 2019-1 Notes, and they are not otherwise acting as a fiduciary, as defined in Section 3(21) of ERISA or Section 4975(e)(3) of the Code, to the Plan or the Plan Fiduciary in connection with the Plan’s acquisition of the Series 2019-1 Notes; and (ii) the Plan Fiduciary is exercising its own independent judgment in evaluating the investment in the Series 2019-1 Notes.
(n) It understands that any subsequent transfer of the Series 20242019-1 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 20242019-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Securities Act.
(mo) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.
Appears in 1 contract
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242022-1 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 20242022-1 Note as follows:
(a) With respect to any sale of Series 20242022-1 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242022-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242022-1 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 20242022-1 Notes pursuant to Regulation S, at the time the buy order for such Series 20242022-1 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 20242022-1 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 Master Issuer, the Controlling Class Representative Manager and the Manager Servicer may receive a list of participants holding positions in the Series 20242022-1 Notes from one or more book-entry depositories.
(e) It understands that the Manager, the Controlling Class Representative Master Issuer and the Issuer 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.
(f) It will provide to each person to whom it transfers Series 20242022-1 Notes notices of any restrictions on transfer of such Series 20242022-1 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Issuer or an Affiliate of the Issuer, in each case, in accordance with any applicable securities laws of any state of the United States and any other relevant jurisdiction, and (iv) it will, and each subsequent holder of a Series 2024-1 Note is required to, notify any subsequent purchaser of a Series 2024-1 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h) and Section 4.2(i), as applicable.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(k) Either (i) it is not, and it is not acquiring or holding the Series 2024-1 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or non-U.S. plan that is subject to any Similar Law, or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 2024-1 Class A-2-I Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any Similar Law, as applicable.
(l) It understands that any subsequent transfer of the Series 2024-1 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 2024-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.1
Appears in 1 contract
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242017-1 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 20242017-1 Note as follows:
(a) With respect to any sale of Series 20242017-1 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242017-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242017-1 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 20242017-1 Notes pursuant to Regulation S, at the time the buy order for such Series 20242017-1 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 20242017-1 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 IssuerCo-Issuers, the Controlling Class Representative Manager and the Manager Servicer may receive a list of participants holding positions in the Series 20242017-1 Notes from one or more book-entry depositories.
(e) It understands that the Manager, the Controlling Class Representative Co-Issuers and the Issuer 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.
(f) It will provide to each person to whom it transfers Series 20242017-1 Notes notices of any restrictions on transfer of such Series 20242017-1 Notes.
(g) It understands that (i) the Series 20242017-1 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Securities Act, (ii) the Series 20242017-1 Notes have not been registered under the 1933 Securities Act, (iii) the such Series 20242017-1 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Issuer Co-Issuers or an Affiliate affiliate of the IssuerCo- Issuers, in each case, in accordance with any applicable securities laws of any state of the United States and any other relevant jurisdiction, and (iv) it will, and each subsequent holder of a Series 20242017-1 Note is required to, notify any subsequent purchaser of a Series 20242017-1 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.2(hSections 4.4(h) and (j).
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h4.4(h) and Section 4.2(i(j), as applicable.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(hSections 4.4(h) and (j).
(k) Either It understands that it (and if it is a Plan, its fiduciary) will be deemed to represent and warrant that either (i) it is not, and it is not acquiring or holding the Series 20242017-1 Notes (or any interest therein) for or on behalf of, or with the assets of, of a Plan or (ii) (A) if it is a governmental, church or non-U.S. plan Plan that is subject to any Similar LawTitle I of ERISA or Section 4975 of the Code, or (ii) for the its acquisition and holding of such Series 20242017-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 2024-1 Class A-2-I Notes Note (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or (B) if it is a Plan that is subject to Similar Law, its acquisition and holding of the Series 2017-1 Note (or interest therein) will not result in a violation of any Similar Law, as applicable.
(l) It understands that any subsequent transfer of the Series 20242017-1 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 20242017-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Securities Act.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.
Appears in 1 contract
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242018-1 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 20242018-1 Note as follows:
(a) With respect to any sale of Series 20242018-1 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242018-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242018-1 Notes in any such sale will be for its own account or for the account of another QIBQIB that is not a Competitor.
(b) With respect to any sale of Series 20242018-1 Notes pursuant to Regulation S, at the time the buy order for such Series 20242018-1 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. PersonPerson or a Competitor.
(c) It will, and each account for which it is purchasing will, (i) hold and transfer at least the minimum denomination of Series 20242018-1 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 Manager and the Manager Servicer may receive a list of participants holding positions in the Series 20242018-1 Notes from one or more book-entry depositories.
(e) It understands that the Manager, the Controlling Class Representative Issuer and the Issuer 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.
(f) It will provide to each person to whom it transfers Series 20242018-1 Notes notices of any restrictions on transfer of such Series 20242018-1 Notes.
(g) It understands that (i) the Series 20242018-1 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Securities Act, (ii) the Series 20242018-1 Notes have not been registered under the 1933 Securities Act, (iii) the such Series 20242018-1 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 Persons, each of which is a QIBQIB and not a Competitor, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. PersonPerson and not a Competitor, or (c) the Issuer or an Affiliate affiliate of the Issuer, in each case, in accordance with any applicable securities laws of any state of the United States and any other relevant jurisdiction, and (iv) it will, and each subsequent holder of a Series 20242018-1 Note is required to, notify any subsequent purchaser of a Series 20242018-1 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.2(hSections 4.4(h) and (j).
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h4.4(h) and Section 4.2(i(j), as applicable.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(hSections 4.4(h) and (j).
(k) Either (ia) it is not, and it is not acquiring or holding the Series 2024-1 Notes (or any interest therein) for or on behalf of, or with the assets of, neither a Plan (including, without limitation, an entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity or otherwise), nor a governmental, church or church, non-U.S. or other plan that is subject to any Similar Lawfederal, state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA or Section 4975 of the Code or (iib) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 2024-1 Class A-2-I Offered Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in 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 of under any Similar Law, as applicablesimilar law).
(l) It understands that any subsequent transfer of the Series 20242018-1 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 20242018-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Securities Act.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.
Appears in 1 contract
Samples: Series Supplement (Wingstop Inc.)
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242019-1 Class A-2 Note pursuant to the Offering Memorandum will shall be deemed to represent, warrant and agree on the date such Person acquires any interest in any such Series 20242019-1 Class A-2 Note as follows:
(a) With respect to any sale of Series 20242019-1 Class A-2 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242019-1 Class A-2 Notes to it will shall be made in reliance on Rule 144A. Its acquisition of Series 20242019-1 Class A-2 Notes in any such sale will shall be for its own account or for the account of another QIBQIB that is not a Competitor.
(b) With respect to any sale of Series 20242019-1 Class A-2 Notes pursuant to Regulation S, at the time the buy order for such Series 20242019-1 Class A-2 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 their own account or the account of one or benefit more persons, each of which is not a Competitor and not a U.S. Person.
(c) It willshall, and each account for which it is purchasing willshall, (i) hold and transfer at least the minimum denomination of Series 20242019-1 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 Class A-2 Notes.
(d) It understands that the IssuerIssuerCo-Issuers, the Controlling Class Representative ManagerManagers and the Manager Servicer may receive a list of participants holding positions in the Series 20242019-1 Class A-2 Notes from one or more book-entry depositories.
(e) It understands that the ManagerManagerManagers, the Controlling Class Representative IssuerCo-Issuers and the Issuer 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.
(f) It will shall provide to each person to whom it transfers Series 20242019-1 Class A-2 Notes notices of any restrictions on transfer of such Series 20242019-1 Class A-2 Notes.
(g) It understands that (i) the Series 20242019-1 Class A-2 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Securities Act, (ii) the Series 20242019-1 Class A-2 Notes have not been registered under the 1933 Securities Act, (iii) the such Series 20242019-1 Class A-2 Notes may be offered, resold, pledged or otherwise transferred only (A) 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a nonIssuerCo-U.S. Person, or (c) the Issuer Issuers or an Affiliate of the IssuerIssuerCo-Issuers, (B) in each casethe United States to a Person who the seller reasonably believes is a QIB 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 not a U.S. Person in accordance with any a transaction meeting the requirements of Regulation S and who is not a Competitor or (D) to a Person that 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 relevant jurisdiction, and (iv) it will, and in each subsequent holder of a Series 2024-1 Note is required to, notify any subsequent purchaser of a Series 2024-1 Note of the resale restrictions set forth such case in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h) and Section 4.2(i), as applicable.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(k) Either (i) it is not, and it is not acquiring or holding the Series 2024-1 Notes (or any interest therein) for or on behalf of, or accordance with the assets of, a Plan or a governmental, church or non-U.S. plan that is subject to any Similar Law, or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 2024-1 Class A-2-I Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any Similar Law, as applicable.
(l) It understands that any subsequent transfer of the Series 2024-1 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 any applicable securities laws of any state of the Series 2024-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.United States and
Appears in 1 contract
Samples: First Supplement to Series 2019 1 Supplement (Driven Brands Holdings Inc.)
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242015-1 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 20242015-1 Note as follows:
(a) With respect to any sale of Series 20242015-1 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, 144A and is aware that any sale of Series 20242015-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242015-1 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 20242015-1 Notes pursuant to Regulation S, at the time the buy order for such Series 20242015-1 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 has not been formed for the purpose of investing in the Series 2015-1 Notes, except where each beneficial owner is a QIB (for Series 2015-1 Notes acquired in the United States) or not a U.S. Person (for Series 2015-1 Notes acquired outside the United States).
(d) It will, and each account for which it is purchasing will, (i) hold and transfer at least the minimum denomination of Series 20242015-1 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.
(de) It understands that the IssuerCo-Issuers, the Controlling Class Representative Manager and the Manager Servicer may receive a list of participants holding positions in the Series 20242015-1 Notes from one or more book-entry depositories.
(ef) It understands that the Manager, the Controlling Class Representative Co-Issuers and the Issuer 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.
(fg) It will provide to each person to whom it transfers Series 20242015-1 Notes notices of any restrictions on transfer of such Series 20242015-1 Notes.
(gh) It understands that (i) the Series 20242015-1 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Securities Act, (ii) the Series 20242015-1 Notes have not been registered under the 1933 Securities Act, (iii) the Series 20242015-1 Notes may be offered, resold, pledged or otherwise transferred only (A) 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Master Issuer or an Affiliate of the Master Issuer, (B) in each casethe United States to a Person who the seller reasonably believes is a QIB 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 not a U.S. Person in accordance with any a transaction meeting the requirements of Regulation S and who is not a Competitor or (D) to a Person that 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 relevant 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 20242015-1 Note is required to, notify any subsequent purchaser of a Series 20242015-1 Note of the resale restrictions set forth in clause (iii) above.
(hi) It understands that the certificates evidencing the Rule 144A Restricted Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(i4.4(h) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h) and Section 4.2(i), as applicableof this Series Supplement.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h)4.4(i) of this Series Supplement.
(k) It understands that the certificates evidencing the Unrestricted Global Notes will bear legends substantially similar to those set forth in Section 4.4(j) of this Series Supplement.
(l) Either (i) it is not, and it is not acquiring or holding the Series 20242015-1 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan any plan, account or a governmental, church or non-U.S. plan other arrangement that is subject to Section 406 of ERISA, Section 4975 of the Code or provisions under any Similar Law, or (ii) for the Series 2024-1 Class A-2-I Notes its purchase and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 20242015-1 Class A-2-I Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, therein will not constitute or 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, as applicable.
(lm) It understands that any subsequent transfer of the Series 20242015-1 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 20242015-1 Notes or any interest therein except in compliance with, with such restrictions and conditions and the 1933 Securities Act.
. (mn) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.
Appears in 1 contract
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242022-1 Note pursuant to Note, other than the Offering Memorandum Issuer or an Affiliate of the Issuer, will be deemed to represent, warrant and agree on the date such Person acquires any interest in any such Series 20242022-1 Note as follows:
(a) With respect to any sale of Series 20242022-1 Notes pursuant to Rule 144A, it is not (i) in the case of the Series 2022-1 Class A-1 Notes, solely to the extent an Event of Default has not occurred and is continuing, a VFN Competitor or (ii) in the case of the Series 2022-1 Class A-2 Notes, a Competitor and is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242022-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242022-1 Notes in any such sale will be for its own account or for the account of another QIBQIB that is not (i) in the case of the Series 2022-1 Class A-1 Notes, solely to the extent an Event of Default has not occurred and is continuing, a VFN Competitor or (ii) in the case of the Series 2022-1 Class A-2 Notes, a Competitor.
(b) With respect to any sale of Series 20242022-1 Notes pursuant to Regulation S, at the time the buy order for such Series 20242022-1 Notes was originated, it was outside the United States and the offer was made to a Person who is not a U.S. PersonPerson nor, (i) in the case of the Series 2022-1 Class A-1 Notes, solely to the extent an Event of Default has not occurred and is continuing, a VFN Competitor or (ii) in the case of the Series 2022-1 Class A-2 Notes, a Competitor, and was not purchasing for the account or benefit of a U.S. PersonPerson or, (i) in the case of the Series 2022-1 Class A-1 Notes, solely to the extent an Event of Default has not occurred and is continuing, a VFN Competitor or (ii) in the case of the Series 2022-1 Class A-2 Notes, a Competitor.
(c) It will, and each account for which it is purchasing will, (i) hold and transfer at least the minimum denomination of Series 20242022-1 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Issuer or an Affiliate of the Issuer, in each case, in accordance with any applicable securities laws of any state of the United States and any other relevant jurisdiction, and (iv) it will, and each subsequent holder of a Series 2024-1 Note is required to, notify any subsequent purchaser of a Series 2024-1 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h) and Section 4.2(i), as applicable.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(k) Either (i) it is not, and it is not acquiring or holding the Series 2024-1 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or non-U.S. plan that is subject to any Similar Law, or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 2024-1 Class A-2-I Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any Similar Law, as applicable.
(l) It understands that any subsequent transfer of the Series 2024-1 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 2024-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.1
Appears in 1 contract
Samples: First Supplement to Series 2022 1 Supplement (Wingstop Inc.)
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242016-1 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 20242016-1 Note as follows:
(a) With respect to any sale of Series 20242016-1 Class A Notes pursuant to Rule 144A, it is not (other than following any Rapid Payment Event) a QIB Competitor and is a QIB/QP pursuant to Rule 144A144A and Section 2(a)(51) of the Investment Company Act, and is aware that any sale of Series 20242016-1 Class A Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242016-1 Class A Notes in any such sale will be for its own account or for the account of another QIB/QP that is not (other than following any Rapid Payment Event) a Competitor.
(b) With respect to any sale of Series 20242016-1 Class A Notes pursuant to Regulation S, at the time the buy order for such Series 20242016-1 Class A Notes was originated, it was outside the United States and the offer was made to a Person who is not (other than following any Rapid Payment Event) a Competitor and is a Qualified Purchaser and not a U.S. Person, and was not purchasing for the account or benefit of a U.S. PersonPerson or (other than following any Rapid Payment Event) a Competitor.
(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 2016-1 Class A Notes, except where each beneficial owner is a QIB/QP (for Series 2016-1 Class A Notes acquired in the United States) or a Qualified Purchaser and not a U.S. Person (for Series 2016-1 Class A Notes acquired outside the United States).
(e) It will, and each account for which it is purchasing will, (i) hold and transfer at least the minimum denomination of Series 20242016-1 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 Class A Notes.
(df) It understands that the IssuerIssuers, the Controlling Class Representative Manager and the Back-Up Manager may receive a list of participants holding positions in the Series 20242016-1 Class A Notes from one or more book-entry depositories.
(eg) It understands that the Manager, the Controlling Class Representative Issuers and the Issuer Back-Up Manager 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.
(fh) It will provide to each person to whom it transfers Series 20242016-1 Class A Notes notices of any restrictions on transfer of such Series 20242016-1 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Issuer or an Affiliate of the Issuer, in each case, in accordance with any applicable securities laws of any state of the United States and any other relevant jurisdiction, and (iv) it will, and each subsequent holder of a Series 2024-1 Note is required to, notify any subsequent purchaser of a Series 2024-1 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h) and Section 4.2(i), as applicable.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(k) Either (i) it is not, and it is not acquiring or holding the Series 2024-1 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or non-U.S. plan that is subject to any Similar Law, or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 2024-1 Class A-2-I Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any Similar Law, as applicable.
(l) It understands that any subsequent transfer of the Series 2024-1 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 2024-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.1
Appears in 1 contract
Samples: Series Supplement (SPRINT Corp)
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242019-1 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 20242019-1 Note as follows:
(a) With respect to any sale of Series 20242019-1 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242019-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242019-1 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 20242019-1 Notes pursuant to Regulation S, at the time the buy order for such Series 20242019-1 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 20242019-1 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 Master Issuer, the Controlling Class Representative Manager and the Manager Servicer may receive a list of participants holding positions in the Series 20242019-1 Notes from one or more book-entry depositories.
(e) It understands that the Manager, the Controlling Class Representative Master Issuer and the Issuer 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.
(f) It will provide to each person to whom it transfers Series 20242019-1 Notes notices of any restrictions on transfer of such Series 20242019-1 Notes.
(g) It understands that (i) the Series 20242019-1 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 20242019-1 Notes have not been registered under the 1933 Act, (iii) the such Series 20242019-1 Notes may be offered, resold, pledged or otherwise transferred only (A) 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Master Issuer or an Affiliate of the Master Issuer, (B) in each case, in accordance with any applicable securities laws of any state of the United States to a Person who the seller reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A and any other relevant jurisdictionwho is not a Competitor, and (C) outside the United States to a Person who is not a U.S. Person in a transaction meeting the requirements of Regulation S and who is not a Competitor and (iv) it the purchaser will, and each subsequent holder of a Series 20242019-1 Note is required to, notify any subsequent purchaser of a Series 20242019-1 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.2(h)3.2(h) of this Series Supplement.
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(hSection 3.2(i) and Section 4.2(i), as applicableof this Series Supplement.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h)3.2(j) of this Series Supplement.
(k) Either (i) it the purchaser or transferee is notneither a Plan (including, without limitation, any entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity or otherwise), nor a governmental, church, non-U.S. or other plan which is subject to any federal, state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA or Section 4975 of the Code or (ii) the purchaser’s or transferee’s acquisition, holding and it is not acquiring or holding disposition of the Series 20242019-1 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or non-U.S. plan that is subject to any Similar Law, or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 2024-1 Class A-2-I Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in 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 of under any Similar Law, as applicablesimilar law).
(l) It understands that any subsequent transfer of the Series 20242019-1 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 20242019-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.
Appears in 1 contract
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242022-1 Class A-2 Note pursuant to the Offering Memorandum will shall be deemed to represent, warrant and agree on the date such Person acquires any interest in any such Series 20242022-1 Class A-2 Note as follows:
(a) With respect to any sale of Series 20242022-1 Class A-2 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242022-1 Class A-2 Notes to it will shall be made in reliance on Rule 144A. Its acquisition of Series 20242022-1 Class A-2 Notes in any such sale will shall be for its own account or for the account of another QIB.
(b) With respect to any sale of Series 20242022-1 Class A-2 Notes pursuant to Regulation S, at the time the buy order for such Series 20242022-1 Class A-2 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 20242022-1 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 Class A-2 Notes.
(d) It understands that the Master Issuer, the Controlling Class Representative Manager and the Manager Servicer may receive a list of participants holding positions in the Series 20242022-1 Class A-2 Notes from one or more book-entry depositories.
(e) It understands that the Manager, the Controlling Class Representative Master Issuer and the Issuer 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.
(f) It will provide to each person to whom it transfers Series 20242022-1 Class A-2 Notes notices of any restrictions on transfer of such Series 20242022-1 Class A-2 Notes.
(g) It understands that (i) the Series 20242022-1 Class A-2 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Act, (ii) the Series 20242022-1 Class A-2 Notes have not been registered under the 1933 Act, (iii) the such Series 20242022-1 Class A-2 Notes may be offered, resold, pledged or otherwise transferred only (A) 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Master Issuer or an Affiliate of the Master Issuer, (B) in each casethe United States to a Person who the seller reasonably believes is a QIB 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 not a U.S. Person in accordance with any a transaction meeting the requirements of Regulation S and who is not a Competitor or (D) to a Person that is not a Competitor in a transaction exempt from the registration requirements of the 1933 Act and the applicable securities laws of any state of the United States and any other relevant 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 20242022-1 Class A-2 Note is required to, notify any subsequent purchaser of a Series 20242022-1 Class A-2 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will shall bear legends substantially similar to those set forth in Section 4.2(h)4.4(h) of this Series Supplement.
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will shall bear legends substantially similar to those set forth in Sections 4.2(hSection 4.4(i) and Section 4.2(i), as applicableof this Series Supplement.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will shall bear legends substantially similar to those set forth in Section 4.2(h)4.4(j) of this Series Supplement.
(k) Either (i) it is not, and it is not acquiring or holding the Series 20242022-1 Class A-2 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or church, non-U.S. or other plan that which is subject to any Similar Law, Law or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 20242022-1 Class A-2-I A-2 Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in 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 of under any Similar Law, as applicable.
(l) It understands that any subsequent transfer of the Series 20242022-1 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 20242022-1 Class A-2 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act0000 Xxx.
(m) It is not a Competitor.
(n) It will strictly comply with this If such Note Owner is a Plan, or a fiduciary purchasing the Series 20242022-1 Supplement and the Base Indenture as to treatment Class A-2 Note on behalf of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to a Plan (a “Plan Fiduciary”), such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income Note Owner or franchise taxes and any other tax imposed on or measured by incomePlan Fiduciary, as applicable, represents that none of the Manager, the Master Issuer, the Securitization Entities, the Initial Purchasers, the Trustee, or any of their respective Affiliates (the “Transaction Parties”) has provided in this or will provide advice with respect to the acquisition of such Series 20242022-1 Supplement and Class A-2 Notes by the Base IndenturePlan.
Appears in 1 contract
Samples: Series Supplement (Wendy's Co)
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242018-1 Class A-2 Note pursuant to the Offering Memorandum will shall be deemed to represent, warrant and agree on the date such Person acquires any interest in any such Series 20242018-1 Class A-2 Note as follows:
(a) With respect to any sale of Series 20242018-1 Class A-2 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242018-1 Class A-2 Notes to it will shall be made in reliance on Rule 144A. Its acquisition of Series 20242018-1 Class A-2 Notes in any such sale will shall be for its own account or for the account of another QIBQIB that is not a Competitor.
(b) With respect to any sale of Series 20242018-1 Class A-2 Notes pursuant to Regulation S, at the time the buy order for such Series 20242018-1 Class A-2 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 their own account or the account of one or benefit more persons, each of which is not a Competitor and not a U.S. Person.
(c) It willshall, and each account for which it is purchasing willshall, (i) hold and transfer at least the minimum denomination of Series 20242018-1 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 Class A-2 Notes.
(d) It understands that the Issuer, the Controlling Class Representative Manager and the Manager Servicer may receive a list of participants holding positions in the Series 20242018-1 Class A-2 Notes from one or more book-entry depositories.
(e) It understands that the Manager, the Controlling Class Representative Issuer and the Issuer 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.
(f) It will shall provide to each person to whom it transfers Series 20242018-1 Class A-2 Notes notices of any restrictions on transfer of such Series 20242018-1 Class A-2 Notes.
(g) It understands that (i) the Series 20242018-1 Class A-2 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Securities Act, (ii) the Series 20242018-1 Class A-2 Notes have not been registered under the 1933 Securities Act, (iii) the such Series 20242018-1 Class A-2 Notes may be offered, resold, pledged or otherwise transferred only (A) 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Issuer or an Affiliate of the Issuer, (B) in each casethe United States to a Person who the seller reasonably believes is a QIB 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 not a U.S. Person in accordance with any a transaction meeting the requirements of Regulation S and who is not a Competitor or (D) to a Person that 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 relevant 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 willshall, and each subsequent holder of a Series 20242018-1 Class A-2 Note is required to, notify any subsequent purchaser of a Series 20242018-1 Class A-2 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will shall bear legends substantially similar to those set forth in Section 4.2(h)4.4(h) and (j) of this Series Supplement.
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will shall bear legends substantially similar to those set forth in Sections 4.2(hSection 4.4(h), (i) and Section 4.2(i), as applicable(j) of this Series Supplement.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will shall bear legends substantially similar to those set forth in Section 4.2(h4.4(h), (i) and (j) of this Series Supplement.
(k) Either (i) it is not, and it is not acquiring or holding the Series 20242018-1 Class A-2 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or church, non-U.S. or other plan that which is subject to any Similar Law, Law or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 20242018-1 Class A-2-I A-2 Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will shall not constitute or result in 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 of under any Similar Law, as applicable.
(l) If it is using assets of a Plan to acquire or hold the Series 2018-1 Class A-2 Notes or any interest therein, then it further represents that (i) none of the Issuer, the Initial Purchaser, any Guarantor, the Servicer, the Back-up Manager, the Trustee, nor any other party to the Securitization Transaction, nor any of their respective affiliates (collectively, the “Transaction Parties”) has acted as the Plan’s fiduciary, or has been relied upon for any advice, with respect to the Plan’s decision to acquire, hold, sell, exchange, vote or provide any consent with respect to the Series 2018-1 Class A-2 Notes, and none of the Transaction Parties shall at any time be relied upon as the Plan’s fiduciary with respect to the Plan’s decision to acquire, hold, sell, exchange, vote or provide any consent with respect to the Series
(m) It understands that any subsequent transfer of the Series 20242018-1 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 20242018-1 Class A-2 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Securities Act.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement is not a Competitor and is not purchasing for the Base Indenture as to treatment account or benefit of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenturea Competitor.
Appears in 1 contract
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242021-1 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 20242021-1 Note as follows:
(a) With respect to any sale of Series 20242021-1 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242021-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242021-1 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 20242021-1 Notes pursuant to Regulation S, at the time the buy order for such Series 20242021-1 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 20242021-1 Notes set forth in Section 2.3 of this Series 20242021-1 Supplement and (ii) the Exchangeable Notes are issued and may only be held in permitted denominations of the corresponding Classes of Exchange NotesSupplement.
(d) It understands that the Issuer, the Controlling Class Representative Issuer and the Manager may receive a list of participants holding positions in the Series 20242021-1 Notes from one or more book-entry depositories.
(e) It understands that the Manager, the Controlling Class Representative Manager 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 20242021-1 Notes notices of any restrictions on transfer of such Series 20242021-1 Notes.
(g) It understands that (i) the Series 20242021-1 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 20242021-1 Notes have not been registered under the 1933 Act, (iii) the Series 20242021-1 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Issuer or an Affiliate of the Issuer, in each case, in accordance with any applicable securities laws of any state of the United States and any other relevant jurisdiction, and (iv) it will, and each subsequent holder of a Series 20242021-1 Note is required to, notify any subsequent purchaser of a Series 20242021-1 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h) and Section 4.2(i), as applicable.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(k) Either (i) it is not, and it is not acquiring or holding the Series 20242021-1 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or church, non-U.S. or other plan that which is subject to any Similar LawLaw or with respect to the Series 2021-1 Class A-2 Notes only, or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 20242021-1 Class A-2-I A-2 Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in 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 of under any Similar Law, as applicable.
(l) It understands that any subsequent transfer of the Series 20242021-1 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 20242021-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.
Appears in 1 contract
Samples: Base Indenture (Fat Brands, Inc)
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 shall 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 Class A-2 Notes pursuant to Rule 144A, it is not a Competitor and it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 2024-1 Class A-2 Notes to it will shall be made in reliance on Rule 144A. Its acquisition of Series 2024-1 Class A-2 Notes in any such sale will shall be for its own account or for the account of another QIBQIB that is not a Competitor.
(b) With respect to any sale of Series 2024-1 Class A-2 Notes pursuant to Regulation S, at the time the buy order for such Series 2024-1 Class A-2 Notes was originated, it was outside the United States and the offer was made to a Person who is not a U.S. Person, not a Competitor, and was not purchasing for the account or benefit of a U.S. PersonPerson who is not a Competitor.
(c) It willshall, and each account for which it is purchasing willshall, (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 Class A-2 Notes.
(d) It understands that the IssuerManagers, the Controlling Class Representative Co-Issuers, the Trustee and the Manager Servicer may receive a list of participants holding positions in the Series 2024-1 Class A-2 Notes from one or more book-entry depositories. The purchaser agrees that none of the Managers, the Co-Issuers, the Trustee or the Servicer nor any of their respective agents will be held accountable by reason of any disclosure of such information as to the name and address of the Note Owners maintained by the Trustee.
(e) It understands that the ManagerManagers, the Controlling Class Representative Co-Issuers and the Issuer 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 Permitted Recipient Certifications executed to obtain access to the Trustee’s password-protected website.
(f) It will shall 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 Securities Act, (ii) the Series 2024-1 Notes have not been registered under the 1933 Securities Act, (iii) the such Series 2024-1 Notes may be offered, resold, pledged or otherwise transferred only (A) 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a nonCo-U.S. Person, or (c) the Issuer or an Affiliate of the IssuerCo-Issuers, (B) in the United States to a Person who the seller reasonably believes is a QIB 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 not a U.S. Person in a transaction meeting the requirements of Regulation S and who is not a Competitor or (D) in a transaction exempt from the registration requirements of the Securities Act and the applicable securities laws of any state of the United States, any applicable securities laws of any province or territory of Canada and any other jurisdiction, in each case, such case in accordance with the Indenture and any applicable securities laws of any state of the United States and any other relevant jurisdiction, applicable securities laws of any province or territory of Canada and (iv) it willshall, and each subsequent holder of a Series 2024-1 Note is required to, notify any subsequent purchaser of a Series 2024-1 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will shall bear legends substantially similar to those set forth in Section 4.2(h)4.4(h) and (j) of this Series Supplement.
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will shall bear legends substantially similar to those set forth in Sections 4.2(hSection 4.4(h), (i) and Section 4.2(i), as applicable(j) of this Series Supplement.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will shall bear legends substantially similar to those set forth in Section 4.2(h4.4(h), (i) and (j) of this Series Supplement.
(k) Either (i) it is not, and it is not acquiring or holding the Series 2024-1 Class A-2 Notes (or any interest therein) for or on behalf of, or with the assets of, Plan (including, without limitation, an entity whose underlying assets include “plan assets” by reason of a Plan Plan’s investment in the entity or otherwise) or a governmental, church or church, non-U.S. or other plan that which is subject to any applicable Similar Law, Laws or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 2024-1 Class A-2-I A-2 Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will shall not constitute or result in 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 of under any applicable Similar Law, as applicable).
(l) If it is using assets of a Plan to acquire or hold the Series 2024-1 Class A-2 Notes or any interest therein, then it further represents that (i) none of the Co-Issuers, the Initial Purchasers, any Guarantor, the Servicer, the Back-up Manager, the Trustee, nor any other party to the Securitization Transaction, nor any of their respective affiliates (collectively, the “Transaction Parties”) has acted as the Plan’s fiduciary, or has been relied upon for any advice, with respect to the Plan’s decision to acquire, hold, sell, exchange, vote or provide any consent with respect to the Series 2024-1 Class A-2 Notes, and none of the Transaction Parties shall at any time be relied upon as the Plan’s fiduciary with respect to the Plan’s decision to acquire, hold, sell, exchange, vote or provide any consent with respect to the Series 2024-1 Class A-2 Notes, and (ii) the decision to invest in the Series 2024-1 Class A-2 Notes has been made at the recommendation or direction of an independent fiduciary as contemplated by U.S. Code of Federal Regulations 29 C.F.R. Section 2510.3-21(c), as amended from time to time, who (a) is independent of the Transaction Parties; (b) is capable of evaluating investment risks independently, both in general and with respect to particular transactions and investment strategies; (c) is a fiduciary (under ERISA and/or Section 4975 of the Code) with respect to the Plan’s investment in the Series 2024-1 Class A-2 Notes and is responsible for exercising independent judgment in evaluating the investment in the Series 2024-1 Class A-2 Notes; and (d) is aware of and acknowledges that (1) none of the Transaction Parties is undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the Plan’s investment in the Series 2024-1 Class A-2 Notes, and (2) the Transaction Parties have a financial interest in the Plan’s investment in the Series 2024-1 Class A-2 Notes.
(m) It understands that any subsequent transfer of the Series 2024-1 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 2024-1 Class A-2 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Securities Act.
(m) It is . In addition, it understands that the Series 2024-1 Class A-2 Notes are subject to certain transfer restrictions and may not a Competitorbe resold in Canada, directly or indirectly, except in reliance on an exemption from applicable prospectus requirements or discretionary relief under the applicable securities laws of any province or territory of Canada.
(n) It will strictly comply with this Series 2024-1 Supplement is not a Competitor and is not purchasing for the Base Indenture as to treatment account or benefit of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenturea Competitor.
Appears in 1 contract
Samples: Series 2024 1 Supplement (Driven Brands Holdings Inc.)
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242007-1 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 20242007-1 Note as follows:
(a) With respect to any sale of Series 20242007-1 Notes pursuant to Rule 144A, it is a QIB QIB/QP pursuant to Rule 144A144A and Section 2(a)(51) of the Investment Company Act, and is aware that any sale of Series 20242007-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242007-1 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 20242007-1 Notes pursuant to Regulation S, at the time the buy order for such Series 20242007-1 Notes was originated, it was outside the United States and the offer was made to a Person who is not a QP and neither a U.S. PersonPerson nor a U.S. Resident, and was not purchasing for the account or benefit of a U.S. PersonPerson or a U.S. Resident.
(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 20242007-1 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Securities Act, (ii) the Series 20242007-1 Notes have not been registered under the 1933 Securities Act, (iii) the such Series 20242007-1 Notes may be offered, resold, pledged or otherwise transferred only (A) to the Co-Issuers, (aB) in to a Person who 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 Persons, each of which seller reasonably believes is a QIB/QP in a transaction meeting the requirements of Rule 144A and who is not a Competitor, (bC) outside the United States, Persons States to a Person who are not Competitors 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 are is not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, Competitor or (cD) in a transaction exempt from the Issuer or an Affiliate registration requirements of the Issuer, in each case, in accordance with any Securities Act and the applicable securities laws of any state of the United States and any other relevant jurisdictionjurisdiction to a Person who is a QP and not a Competitor, 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 20242007-1 Note is required to, notify any subsequent purchaser of a Series 20242007-1 Note of the resale restrictions set forth in clause (iii) above.
(hd) It understands that the certificates evidencing the Rule 144A Restricted Global Notes will bear legends substantially similar to those set forth in Section 4.2(h)Sections 4.5(h) or 4.6(h) of this Series Supplement, as applicable.
(ie) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h4.5(i) and Section 4.2(i)or 4.6(i) of this Series Supplement, as applicable.
(jf) It understands that the certificates evidencing the Permanent Regulation S Unrestricted Global Notes will bear legends substantially similar to those set forth in Section 4.2(h)Sections 4.5(j) or 4.6(j) of this Series Supplement, as applicable.
(kg) Either It is (i) it is not, and it is not acquiring or holding the Series 20242007-1 Notes (or any interest therein) for or on behalf ofbehalf, or with the assets ofof any Plan, a Plan account or a governmental, church or non-U.S. plan other arrangement that is subject to Section 4975 of the Code or provisions under any Similar Law, or (ii) for the Series 2024-1 Class A-2-I Notes its purchase and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 20242007-1 Class A-2-I Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, therein does not and will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any Similar Law, as applicable.
(lh) It understands that any subsequent transfer of the Series 20242007-1 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 20242007-1 Notes or any interest therein except in compliance with, with such restrictions and conditions and the 1933 Securities Act.
(mi) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.
Appears in 1 contract
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242016-1 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 20242016-1 Note as follows:
(a) With respect to any sale of Series 20242016-1 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242016-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242016-1 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 20242016-1 Notes pursuant to Regulation S, at the time the buy order for such Series 20242016-1 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 20242016-1 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 Manager and the Manager Servicer may receive a list of participants holding positions in the Series 20242016-1 Notes from one or more book-entry depositories.
(e) It understands that the Manager, the Controlling Class Representative Issuer and the Issuer 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.
(f) It will provide to each person to whom it transfers Series 20242016-1 Notes notices of any restrictions on transfer of such Series 20242016-1 Notes.
(g) It understands that (i) the Series 20242016-1 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Securities Act, (ii) the Series 20242016-1 Notes have not been registered under the 1933 Securities Act, (iii) the such Series 20242016-1 Notes may be offered, resold, pledged or otherwise transferred only (A) 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Issuer or an Affiliate of the Issuer, (B) in each casethe United States to a Person who the seller reasonably believes is a QIB 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 not a U.S. Person in accordance with any a transaction meeting the requirements of Regulation S and who is not a Competitor or (D) to a Person that 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 relevant 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 20242016-1 Note is required to, notify any subsequent purchaser of a Series 20242016-1 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.2(hSections 4.4(h) and (j).
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h4.4(h) and Section 4.2(i(j), as applicable.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(hSections 4.4(h) and (j).
(k) Either It understands that it (and if it is a Plan, its fiduciary) will be deemed to represent and warrant that either (i) it is not, and it is not acquiring or holding the Series 20242016-1 Notes (or any interest therein) for or on behalf of, or with the assets of, of a Plan or (ii) (A) if it is a governmental, church or non-U.S. plan Plan that is subject to any Similar LawTitle I of ERISA or Section 4975 of the Code, or (ii) for the its acquisition and holding of such Series 20242016-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 2024-1 Class A-2-I Notes Note (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or (B) if it is a Plan that is subject to Similar Law, its acquisition and holding of the Series 2016-1 Note (or interest therein) will not result in a violation of any Similar Law, as applicable.
(l) It understands that any subsequent transfer of the Series 20242016-1 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 20242016-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Securities Act.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.
Appears in 1 contract
Samples: Series Supplement (Yum Brands Inc)
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242018-1 Class A-2 Note pursuant to the Offering Memorandum will shall be deemed to represent, warrant and agree on the date such Person acquires any interest in any such Series 20242018-1 Class A-2 Note as follows:
(a) With respect to any sale of Series 20242018-1 Class A-2 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242018-1 Class A-2 Notes to it will shall be made in reliance on Rule 144A. Its acquisition of Series 20242018-1 Class A-2 Notes in any such sale will shall be for its own account or for the account of another QIBQIB that is not a Competitor.
(b) With respect to any sale of Series 20242018-1 Class A-2 Notes pursuant to Regulation S, at the time the buy order for such Series 20242018-1 Class A-2 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 their own account or the account of one or benefit more persons, each of which is not a Competitor and not a U.S. Person.
(c) It willshall, and each account for which it is purchasing willshall, (i) hold and transfer at least the minimum denomination of Series 20242018-1 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 Class A-2 Notes.
(d) It understands that the IssuerIssuerCo-Issuers , the Controlling Class Representative ManagerManagers and the Manager Servicer may receive a list of participants holding positions in the Series 20242018-1 Class A-2 Notes from one or more book-entry depositories.
(e) It understands that the ManagerManagerManagers, the Controlling Class Representative IssuerCo-Issuers and the Issuer 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.
(f) It will shall provide to each person to whom it transfers Series 20242018-1 Class A-2 Notes notices of any restrictions on transfer of such Series 20242018-1 Class A-2 Notes.
(g) It understands that (i) the Series 20242018-1 Class A-2 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Securities Act, (ii) the Series 20242018-1 Class A-2 Notes have not been registered under the 1933 Securities Act, (iii) the such Series 20242018-1 Class A-2 Notes may be offered, resold, pledged or otherwise transferred only (A) 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a nonCo-U.S. Person, or (c) the Issuer or an Affiliate of the a Co-Issuer, (B) in each casethe United States to a Person who the seller reasonably believes is a QIB 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 not a U.S. Person in accordance with any a transaction meeting the requirements of Regulation S and who is not a Competitor or (D) to a Person that 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 relevant jurisdiction, and (iv) it will, and in each subsequent holder of a Series 2024-1 Note is required to, notify any subsequent purchaser of a Series 2024-1 Note of the resale restrictions set forth such case in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h) and Section 4.2(i), as applicable.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(k) Either (i) it is not, and it is not acquiring or holding the Series 2024-1 Notes (or any interest therein) for or on behalf of, or accordance with the assets of, a Plan or a governmental, church or non-U.S. plan that is subject to any Similar Law, or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 2024-1 Class A-2-I Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any Similar Law, as applicable.
(l) It understands that any subsequent transfer of the Series 2024-1 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 any applicable securities laws of any state of the Series 2024-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.United States and
Appears in 1 contract
Samples: First Supplement to Series 2018 1 Supplement (Driven Brands Holdings Inc.)
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242020-1 Note pursuant to Note, other than the Offering Memorandum Issuer or an Affiliate of the Issuer, will be deemed to represent, warrant and agree on the date such Person acquires any interest in any such Series 20242020-1 Note as follows:
(a) With respect to any sale of Series 20242020-1 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 20242020-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242020-1 Notes in any such sale will be for its own account or for the account of another QIBQIB that is not a Competitor.
(b) With respect to any sale of Series 20242020-1 Notes pursuant to Regulation S, at the time the buy order for such Series 20242020-1 Notes was originated, it was outside the United States and the offer was made to a Person who is not a U.S. PersonPerson nor a Competitor, and was not purchasing for the account or benefit of a U.S. PersonPerson or a Competitor.
(c) It will, and each account for which it is purchasing will, (i) hold and transfer at least the minimum denomination of Series 20242020-1 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 Manager and the Manager Servicer may receive a list of participants holding positions in the Series 20242020-1 Notes from one or more book-entry depositories.
(e) It understands that the Manager, the Controlling Class Representative Issuer and the Issuer 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.
(f) It will provide to each person to whom it transfers Series 20242020-1 Notes notices of any restrictions on transfer of such Series 20242020-1 Notes.
(g) It understands that (i) the Series 20242020-1 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Securities 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Issuer or an Affiliate of the Issuer, in each case, in accordance with any applicable securities laws of any state of the United States and any other relevant jurisdiction, and (iv) it will, and each subsequent holder of a Series 2024-1 Note is required to, notify any subsequent purchaser of a Series 2024-1 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h) and Section 4.2(i), as applicable.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(k) Either (i) it is not, and it is not acquiring or holding the Series 2024-1 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or non-U.S. plan that is subject to any Similar Law, or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 2024-1 Class A-2-I Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any Similar Law, as applicable.
(l) It understands that any subsequent transfer of the Series 2024-1 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 2024-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.,
Appears in 1 contract
Samples: Series Supplement (Wingstop Inc.)
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242021-1 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 20242021-1 Note as follows:
(a) With respect to any sale of Series 20242021-1 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242021-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242021-1 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 20242021-1 Notes pursuant to Regulation S, at the time the buy order for such Series 20242021-1 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 20242021-1 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 Master Issuer, the Controlling Class Representative Manager and the Manager Servicer may receive a list of participants holding positions in the Series 20242021-1 Notes from one or more book-entry depositories.
(e) It understands that the Manager, the Controlling Class Representative Master Issuer and the Issuer 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.
(f) It will provide to each person to whom it transfers Series 20242021-1 Notes notices of any restrictions on transfer of such Series 20242021-1 Notes.
(g) It understands that (i) the Series 20242021-1 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 20242021-1 Notes have not been registered under the 1933 Act, (iii) the such Series 20242021-1 Notes may be offered, resold, pledged or otherwise transferred only (A) 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Master Issuer or an Affiliate of the Master Issuer, (B) in each casethe United States to a Person who the seller reasonably believes is a QIB 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 not a U.S. Person in accordance with any a transaction meeting the requirements of Regulation S and who is not a Competitor or (D) to a Person that is not a Competitor in a transaction exempt from the registration requirements of the 1933 Act and the applicable securities laws of any state of the United States and any other relevant 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 20242021-1 Note is required to, notify any subsequent purchaser of a Series 20242021-1 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.2(h)4.4(h) of this Series Supplement.
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(hSection 4.4(i) and Section 4.2(i), as applicableof this Series Supplement.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h)4.4(j) of this Series Supplement.
(k) Either (i) it is not, and it is not acquiring or holding the Series 20242021-1 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or church, non-U.S. or other plan that which is subject to any Similar Law, Law or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 20242021-1 Class A-2-I Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in 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 of under any Similar Law, as applicable.
(l) It understands that any subsequent transfer of the Series 20242021-1 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 20242021-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act.
(m) It is not a Competitor.
(n) It will strictly comply with this If such Note Owner is a Plan, or a fiduciary purchasing the Series 20242021-1 Supplement and the Base Indenture as to treatment Note on behalf of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to a Plan (a “Plan Fiduciary”), such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income Note Owner or franchise taxes and any other tax imposed on or measured by incomePlan Fiduciary, as applicable, represents that none of the Manager, the Master Issuer, the Securitization Entities, the Initial Purchasers, the Trustee, or any of their respective Affiliates (the “Transaction Parties”) has provided in this or will provide advice with respect to the acquisition of such Series 20242021-1 Supplement and Notes by the Base IndenturePlan.
Appears in 1 contract
Samples: Series Supplement (Wendy's Co)
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242016-1 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 such Series 20242016-1 Class A-2 Note as follows:
(a) With respect to any sale In the case of Series 20242016-1 Class A-2 Notes pursuant to Rule 144Aacquired in the United States, that it is (i) a QIB pursuant to Rule 144AQIB, and is (ii) aware that any the sale of Series 2024-1 Notes to it will be is being made in reliance on Rule 144A. Its acquisition of 144A and (iii) acquiring such Series 20242016-1 Class A-2 Notes in any such sale will be for its own account or for the account of another QIBperson that is a QIB and is not a Competitor with respect to which it exercises sole investment discretion.
(b) With respect to any sale In the case of Series 20242016-1 Class A-2 Notes pursuant to Regulation S, at the time the buy order for such Series 2024-1 Notes was originated, it was acquired outside of the United States and the offer was made to a Person who States, that it is (i) not a U.S. Person, (ii) 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, (iii) acquiring such Series 2016-1 Class A-2 Notes for its own account or the account of another person that is a U.S. Person and was is not a Competitor, with respect to which it exercises sole investment discretion, and (d) not purchasing for such Series 2016-1 Class A-2 Notes with a view to the account resale, distribution or benefit of other disposition thereof in the United States or to 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 20242016-1 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 Class A-2 Notes.
(d) It understands that the IssuerCo-Issuers, the Controlling Class Representative Manager and the Manager Servicer may receive a list of participants holding positions in the Series 20242016-1 Class A-2 Notes from one or more book-entry depositories.
(e) It understands that the Manager, the Co-Issuers, the Servicer and 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 20242016-1 Class A-2 Notes notices of any restrictions on transfer of such Series 20242016-1 Class A-2 Notes.
(g) It is not a Competitor.
(h) It understands that (i) the Series 20242016-1 Class A-2 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Securities Act, (ii) the Series 20242016-1 Notes have not been registered under the 1933 Securities Act, (iii) the Series 20242016-1 Class A-2 Notes may be offered, resold, pledged or otherwise transferred only (A) 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Master Issuer or an Affiliate of the Master Issuer, (B) in each casethe United States to a Person that the seller reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A and that is not a Competitor, (C) outside the United States to a Person that is not a U.S. Person in accordance with any a transaction meeting the requirements of Regulation S and that is not a Competitor or (D) to a Person that 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 relevant 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 20242016-1 Class A-2 Note is required to, notify any subsequent purchaser of a Series 20242016-1 Class A-2 Note of the resale restrictions set forth in clause (iii) above.
(hi) It understands that the certificates evidencing the Rule 144A Restricted Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(i4.4(h) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h) and Section 4.2(i), as applicableof this Series Supplement.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h)4.4(i) of this Series Supplement.
(k) It understands that the certificates evidencing the Unrestricted Global Notes will bear legends substantially similar to those set forth in Section 4.4(j) of this Series Supplement.
(l) Either (i) it is not, not a Plan and it is not acquiring using the assets of any Plan to purchase or holding hold the Series 2024-1 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or non-U.S. plan that is subject to any Similar Law, or (ii) for the Series 20242016-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 2024-1 Class A-2-I Notes (or any interest therein) or the Series 2024-1 Class A-2-II A-2 Notes (or any interest therein), as applicable, or (ii) its purchase and holding of the Series 2016-1 Class A-2 Notes (or any interest therein) does not constitute and will not constitute or 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, as applicable.
(lm) It understands that any subsequent transfer of the Series 20242016-1 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 20242016-1 Class A-2 Notes or any interest therein except in compliance with, with such restrictions and conditions and the 1933 Securities Act.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.
Appears in 1 contract
Samples: Series Supplement (Sonic Corp)
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242019-1 Class A-2 Note pursuant to the Offering Memorandum will shall be deemed to represent, warrant and agree on the date such Person acquires any interest in any such Series 20242019-1 Class A-2 Note as follows:
(a) With respect to any sale of Series 20242019-1 Class A-2 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242019-1 Class A-2 Notes to it will shall be made in reliance on Rule 144A. Its acquisition of Series 20242019-1 Class A-2 Notes in any such sale will shall be for its own account or for the account of another QIBQIB that is not a Competitor.
(b) With respect to any sale of Series 20242019-1 Class A-2 Notes pursuant to Regulation S, at the time the buy order for such Series 20242019-1 Class A-2 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 their own account or the account of one or benefit more persons, each of which is not a Competitor and not a U.S. Person.
(c) It willshall, and each account for which it is purchasing willshall, (i) hold and transfer at least the minimum denomination of Series 20242019-1 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 Class A-2 Notes.
(d) It understands that the Issuer, the Controlling Class Representative Manager and the Manager Servicer may receive a list of participants holding positions in the Series 20242019-1 Class A-2 Notes from one or more book-entry depositories.
(e) It understands that the Manager, the Controlling Class Representative Issuer and the Issuer 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.
(f) It will shall provide to each person to whom it transfers Series 20242019-1 Class A-2 Notes notices of any restrictions on transfer of such Series 20242019-1 Class A-2 Notes.
(g) It understands that (i) the Series 20242019-1 Class A-2 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Securities Act, (ii) the Series 20242019-1 Class A-2 Notes have not been registered under the 1933 Securities Act, (iii) the such Series 20242019-1 Class A-2 Notes may be offered, resold, pledged or otherwise transferred only (A) 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Issuer or an Affiliate of the Issuer, (B) in each casethe United States to a Person who the seller reasonably believes is a QIB 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 not a U.S. Person in accordance with any a transaction meeting the requirements of Regulation S and who is not a Competitor or (D) to a Person that 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 relevant 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 willshall, and each subsequent holder of a Series 20242019-1 Class A-2 Note is required to, notify any subsequent purchaser of a Series 20242019-1 Class A-2 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will shall bear legends substantially similar to those set forth in Section 4.2(h)4.4(h) and (j) of this Series Supplement.
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will shall bear legends substantially similar to those set forth in Sections 4.2(hSection 4.4(h), (i) and Section 4.2(i), as applicable(j) of this Series Supplement.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will shall bear legends substantially similar to those set forth in Section 4.2(h4.4(h), (i) and (j) of this Series Supplement.
(k) Either (i) it is not, and it is not acquiring or holding the Series 20242019-1 Class A-2 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or church, non-U.S. or other plan that which is subject to any Similar Law, Law or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 20242019-1 Class A-2-I A-2 Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will shall not constitute or result in 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 of under any Similar Law, as applicable.
(l) If it is using assets of a Plan to acquire or hold the Series 2019-1 Class A-2 Notes or any interest therein, then it further represents that (i) none of the Issuer, the Initial Purchaser, any Guarantor, the Servicer, the Back-up Manager, the Trustee, nor any other party to the Securitization Transaction, nor any of their respective affiliates (collectively, the “Transaction Parties”) has acted as the Plan’s fiduciary, or has been relied upon for any advice, with respect to the Plan’s decision to acquire, hold, sell, exchange, vote or provide any consent with respect to the Series 2019-1 Class A-2 Notes, and none of the Transaction Parties shall at any time be relied upon as the Plan’s fiduciary with respect to the Plan’s decision to acquire, hold, sell, exchange, vote or provide any consent with respect to the Series 2019-1 Class A-2 Notes, and (ii) the decision to invest in the Series 2019-1 Class A-2 Notes has been made at the recommendation or direction of an independent fiduciary as contemplated by U.S. Code of Federal Regulations 29 C.F.R. Section 2510.3-21(c), as amended from time to time, who (a) is independent of the Transaction Parties; (b) is capable of evaluating investment risks independently, both in general and with respect to particular transactions and investment strategies; (c) is a fiduciary (under ERISA and/or Section 4975 of the Code) with respect to the Plan’s investment in the Series 2019-1 Class A-2 Notes and is responsible for exercising independent judgment in evaluating the investment in the Series 2019-1 Class A-2 Notes; and (e) is aware of and acknowledges that (1) none of the Transaction Parties is undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the Plan’s investment in the Series 2019-1 Class A-2 Notes, and (2) the Transaction Parties have a financial interest in the Plan’s investment in the Series 2019-1 Class A-2 Notes.
(m) It understands that any subsequent transfer of the Series 20242019-1 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 20242019-1 Class A-2 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Securities Act.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement is not a Competitor and is not purchasing for the Base Indenture as to treatment account or benefit of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenturea Competitor.
Appears in 1 contract
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242021-1 Class A-2 Note pursuant to the Offering Memorandum will shall be deemed to represent, warrant and agree on the date such Person acquires any interest in any such Series 20242021-1 Class A-2 Note as follows:
(a) With respect to any sale of Series 20242021-1 Class A-2 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242021-1 Class A-2 Notes to it will shall be made in reliance on Rule 144A. Its acquisition of Series 20242021-1 Class A-2 Notes in any such sale will shall be for its own account or for the account of another QIBQIB that is not a Competitor.
(b) With respect to any sale of Series 20242021-1 Class A-2 Notes pursuant to Regulation S, at the time the buy order for such Series 20242021-1 Class A-2 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 their own account or the account of one or benefit more persons, each of which is not a Competitor and not a U.S. Person.
(c) It willshall, and each account for which it is purchasing willshall, (i) hold and transfer at least the minimum denomination of Series 20242021-1 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 Class A-2 Notes.
(d) It understands that the IssuerCo-Issuers, the Controlling Class Representative Managers and the Manager Servicer may receive a list of participants holding positions in the Series 20242021-1 Class A-2 Notes from one or more book-entry depositories.
(e) It understands that the ManagerManagers, the Controlling Class Representative Co-Issuers and the Issuer 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.
(f) It will shall provide to each person to whom it transfers Series 20242021-1 Class A-2 Notes notices of any restrictions on transfer of such Series 20242021-1 Class A-2 Notes.
(g) It understands that (i) the Series 20242021-1 Class A-2 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Securities Act, (ii) the Series 20242021-1 Class A-2 Notes have not been registered under the 1933 Securities Act, (iii) the such Series 20242021-1 Class A-2 Notes may be offered, resold, pledged or otherwise transferred only (A) 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a nonCo-U.S. Person, or (c) the Issuer or an Affiliate of the IssuerCo-Issuers, (B) in the United States to a Person who the seller reasonably believes is a QIB 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 not a U.S. Person in a transaction meeting the requirements of Regulation S and who is not a Competitor or (D) to a Person that 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, any applicable securities laws of any province or territory of Canada and any other jurisdiction, in each case, such case in accordance with the Indenture and any applicable securities laws of any state of the United States and any other relevant jurisdiction, applicable securities laws of any province or territory of Canada and (iv) it willshall, and each subsequent holder of a Series 20242021-1 Class A-2 Note is required to, notify any subsequent purchaser of a Series 20242021-1 Class A-2 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will shall bear legends substantially similar to those set forth in Section 4.2(h)4.4(h) and (j) of this Series Supplement.
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will shall bear legends substantially similar to those set forth in Sections 4.2(hSection 4.4(h), (i) and Section 4.2(i), as applicable(j) of this Series Supplement.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will shall bear legends substantially similar to those set forth in Section 4.2(h4.4(h), (i) and (j) of this Series Supplement.
(k) Either (i) it is not, and it is not acquiring or holding the Series 20242021-1 Class A-2 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or church, non-U.S. or other plan that which is subject to any Similar Law, Law or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 20242021-1 Class A-2-I A-2 Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will shall not constitute or result in 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 of under any applicable Similar Law, as applicable.
(l) If it is using assets of a Plan to acquire or hold the Series 2021-1 Class A-2 Notes or any interest therein, then it further represents that (i) none of the Co-Issuers, the Initial Purchaser, any Guarantor, the Servicer, the Back-up Manager, the Trustee, nor any other party to the Securitization Transaction, nor any of their respective affiliates (collectively, the “Transaction Parties”) has acted as the Plan’s fiduciary, or has been relied upon for any advice, with respect to the Plan’s decision to acquire, hold, sell, exchange, vote or provide any consent with respect to the Series 2021-1 Class A-2 Notes, and none of the Transaction Parties shall at any time be relied upon as the Plan’s fiduciary with respect to the Plan’s decision to acquire, hold, sell, exchange, vote or provide any consent with respect to the Series 2021-1 Class A-2 Notes, and (ii) the decision to invest in the Series 2021-1 Class A-2 Notes has been made at the recommendation or direction of an independent fiduciary as contemplated by U.S. Code of Federal Regulations 29 C.F.R. Section 2510.3-21(c), as amended from time to time, who (a) is independent of the Transaction Parties; (b) is capable of evaluating investment risks independently, both in general and with respect to particular transactions and investment strategies; (c) is a fiduciary (under ERISA and/or Section 4975 of the Code) with respect to the Plan’s investment in the Series 2021-1 Class A-2 Notes and is responsible for exercising independent judgment in evaluating the investment in the Series 2021-1 Class A-2 Notes; and (e) is aware of and acknowledges that (1) none of the Transaction Parties is undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the Plan’s investment in the Series 2021-1 Class A-2 Notes, and (2) the Transaction Parties have a financial interest in the Plan’s investment in the Series 2021-1 Class A-2 Notes.
(m) It understands that any subsequent transfer of the Series 20242021-1 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 20242021-1 Class A-2 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Securities Act.
(m) It is . In addition, it understands that the Series 2021-1 Class A-2 Notes are subject to certain transfer restrictions and may not a Competitorbe resold in Canada, directly or indirectly, except in reliance on an exemption from applicable prospectus requirements or discretionary relief under the applicable securities laws of any province or territory of Canada.
(n) It will strictly comply with this Series 2024-1 Supplement is not a Competitor and is not purchasing for the Base Indenture as to treatment account or benefit of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenturea Competitor.
Appears in 1 contract
Samples: Series 2021 1 Supplement (Driven Brands Holdings Inc.)
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242019-1 2 Class A-2 Note pursuant to the Offering Memorandum will shall be deemed to represent, warrant and agree on the date such Person acquires any interest in any such Series 20242019-1 2 Class A-2 Note as follows:
(a) With respect to any sale of Series 20242019-1 2 Class A-2 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242019-1 2 Class A-2 Notes to it will shall be made in reliance on Rule 144A. Its acquisition of Series 20242019-1 2 Class A-2 Notes in any such sale will shall be for its own account or for the account of another QIBQIB that is not a Competitor.
(b) With respect to any sale of Series 20242019-1 2 Class A-2 Notes pursuant to Regulation S, at the time the buy order for such Series 20242019-1 2 Class A-2 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 their own account or the account of one or benefit more persons, each of which is not a Competitor and not a U.S. Person.
(c) It willshall, and each account for which it is purchasing willshall, (i) hold and transfer at least the minimum denomination of Series 20242019-1 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 2 Class A-2 Notes.
(d) It understands that the IssuerIssuerCo-Issuers, the Controlling Class Representative ManagerManagers and the Manager Servicer may receive a list of participants holding positions in the Series 20242019-1 2 Class A-2 Notes from one or more book-entry depositories.
(e) It understands that the ManagerManagerManagers, the Controlling Class Representative IssuerCo-Issuers and the Issuer 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.
(f) It will shall provide to each person to whom it transfers Series 20242019-1 2 Class A-2 Notes notices of any restrictions on transfer of such Series 20242019-1 2 Class A-2 Notes.
(g) It understands that (i) the Series 20242019-1 2 Class A-2 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Securities Act, (ii) the Series 20242019-1 2 Class A-2 Notes have not been registered under the 1933 Securities Act, (iii) the such Series 20242019-1 2 Class A-2 Notes may be offered, resold, pledged or otherwise transferred only (A) 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a nonCo-U.S. Person, or (c) the Issuer or an Affiliate of the IssuerIssuerCo-Issuers, (B) in each casethe United States to a Person who the seller reasonably believes is a QIB 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 not a U.S. Person in accordance with any a transaction meeting the requirements of Regulation S and who is not a Competitor or (D) to a Person that 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 relevant jurisdiction, and (iv) it will, and in each subsequent holder of a Series 2024-1 Note is required to, notify any subsequent purchaser of a Series 2024-1 Note of the resale restrictions set forth such case in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(h) and Section 4.2(i), as applicable.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h).
(k) Either (i) it is not, and it is not acquiring or holding the Series 2024-1 Notes (or any interest therein) for or on behalf of, or accordance with the assets of, a Plan or a governmental, church or non-U.S. plan that is subject to any Similar Law, or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 2024-1 Class A-2-I Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any Similar Law, as applicable.
(l) It understands that any subsequent transfer of the Series 2024-1 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 any applicable securities laws of any state of the Series 2024-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act.
(m) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.United States and
Appears in 1 contract
Samples: First Supplement to Series 2019 2 Supplement (Driven Brands Holdings Inc.)
Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242020-1 2 Class A-2 Note pursuant to the Offering Memorandum will shall be deemed to represent, warrant and agree on the date such Person acquires any interest in any such Series 20242020-1 2 Class A-2 Note as follows:
(a) With respect to any sale of Series 20242020-1 2 Class A-2 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242020-1 2 Class A-2 Notes to it will shall be made in reliance on Rule 144A. Its acquisition of Series 20242020-1 2 Class A-2 Notes in any such sale will shall be for its own account or for the account of another QIBQIB that is not a Competitor.
(b) With respect to any sale of Series 20242020-1 2 Class A-2 Notes pursuant to Regulation S, at the time the buy order for such Series 20242020-1 2 Class A-2 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 their own account or the account of one or benefit more persons, each of which is not a Competitor and not a U.S. Person.
(c) It willshall, and each account for which it is purchasing willshall, (i) hold and transfer at least the minimum denomination of Series 20242020-1 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 2 Class A-2 Notes.
(d) It understands that the IssuerCo-Issuers, the Controlling Class Representative Managers and the Manager Servicer may receive a list of participants holding positions in the Series 20242020-1 2 Class A-2 Notes from one or more book-entry depositories.
(e) It understands that the ManagerManagers, the Controlling Class Representative Co-Issuers and the Issuer 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.
(f) It will shall provide to each person to whom it transfers Series 20242020-1 2 Class A-2 Notes notices of any restrictions on transfer of such Series 20242020-1 2 Class A-2 Notes.
(g) It understands that (i) the Series 20242020-1 2 Class A-2 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Securities Act, (ii) the Series 20242020-1 2 Class A-2 Notes have not been registered under the 1933 Securities Act, (iii) the such Series 20242020-1 2 Class A-2 Notes may be offered, resold, pledged or otherwise transferred only (A) 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a nonCo-U.S. Person, or (c) the Issuer or an Affiliate of the IssuerCo-Issuers, (B) in the United States to a Person who the seller reasonably believes is a QIB 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 not a U.S. Person in a transaction meeting the requirements of Regulation S and who is not a Competitor or (D) to a Person that 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, any applicable securities laws of any province or territory of Canada and any other jurisdiction, in each case, such case in accordance with the Indenture and any applicable securities laws of any state of the United States and any other relevant jurisdiction, applicable securities laws of any province or territory of Canada and (iv) it willshall, and each subsequent holder of a Series 20242020-1 2 Class A-2 Note is required to, notify any subsequent purchaser of a Series 20242020-1 2 Class A-2 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will shall bear legends substantially similar to those set forth in Section 4.2(h)4.4(h) and (j) of this Series Supplement.
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will shall bear legends substantially similar to those set forth in Sections 4.2(hSection 4.4(h), (i) and Section 4.2(i), as applicable(j) of this Series Supplement.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will shall bear legends substantially similar to those set forth in Section 4.2(h4.4(h), (i) and (j) of this Series Supplement.
(k) Either (i) it is not, and it is not acquiring or holding the Series 20242020-1 2 Class A-2 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or church, non-U.S. or other plan that which is subject to any Similar Law, Law or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 20242020-1 2 Class A-2-I A-2 Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will shall not constitute or result in 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 of under any applicable Similar Law, as applicable.
(l) If it is using assets of a Plan to acquire or hold the Series 2020-2 Class A-2 Notes or any interest therein, then it further represents that (i) none of the Co-Issuers, the Initial Purchaser, any Guarantor, the Servicer, the Back-up Manager, the Trustee, nor any other party to the Securitization Transaction, nor any of their respective affiliates (collectively, the “Transaction Parties”) has acted as the Plan’s fiduciary, or has been relied upon for any advice, with respect to the Plan’s decision to acquire, hold, sell, exchange, vote or provide any consent with respect to the Series 2020-2 Class A-2 Notes, and none of the Transaction Parties shall at any time be relied upon as the Plan’s fiduciary with respect to the Plan’s decision to acquire, hold, sell, exchange, vote or provide any consent with respect to the Series 2020-2 Class A-2 Notes, and (ii) the decision to invest in the Series 2020-2 Class A-2 Notes has been made at the recommendation or direction of an independent fiduciary as contemplated by U.S. Code of Federal Regulations 29 C.F.R. Section 2510.3-21(c), as amended from time to time, who (a) is independent of the Transaction Parties; (b) is capable of evaluating investment risks independently, both in general and with respect to particular transactions and investment strategies; (c) is a fiduciary (under ERISA and/or Section 4975 of the Code) with respect to the Plan’s investment in the Series 2020-2 Class A-2 Notes and is responsible for exercising independent judgment in evaluating the investment in the Series 2020-2 Class A-2 Notes; and (e) is aware of and acknowledges that (1) none of the Transaction Parties is undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the Plan’s investment in the Series 2020-2 Class A-2 Notes, and (2) the Transaction Parties have a financial interest in the Plan’s investment in the Series 2020-2 Class A-2 Notes.
(m) It understands that any subsequent transfer of the Series 20242020-1 2 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 20242020-1 2 Class A-2 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Securities Act.
(m) It is . In addition, it understands that the Series 2020-2 Class A-2 Notes are subject to certain transfer restrictions and may not a Competitorbe resold in Canada, directly or indirectly, except in reliance on an exemption from applicable prospectus requirements or discretionary relief under the applicable securities laws of any province or territory of Canada.
(n) It will strictly comply with this Series 2024-1 Supplement is not a Competitor and is not purchasing for the Base Indenture as to treatment account or benefit of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenturea Competitor.
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Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 20242017-1 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 20242017-1 Note as follows:
(a) With respect to any sale of Series 20242017-1 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 20242017-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 20242017-1 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 20242017-1 Notes pursuant to Regulation S, at the time the buy order for such Series 20242017-1 Notes was originated, it was outside the United States and the offer was made to a Person who that is not a U.S. Person, and was not purchasing for the account or benefit of a U.S. Person.
(c) It has not been formed for the purpose of investing in the Series 2017-1 Notes, except where each beneficial owner is a QIB (for Series 2017-1 Notes acquired in the United States) or is not a U.S. Person (for Series 2017-1 Notes acquired outside the United States).
(d) It will, and each account for which it is purchasing will, (i) hold and transfer at least the minimum denomination of Series 20242017-1 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.
(de) It understands that the Master Issuer, the Controlling Class Representative Manager and the Manager Servicer may receive a list of participants holding positions in the Series 20242017-1 Notes from one or more book-entry depositories.
(ef) It understands that the Manager, the Controlling Class Representative Master Issuer and the Issuer 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.
(fg) It will provide to each person to whom it transfers Series 20242017-1 Notes notices of any restrictions on transfer of such Series 20242017-1 Notes.
(gh) It understands that (i) the Series 20242017-1 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Securities Act, (ii) the Series 20242017-1 Notes have not been registered under the 1933 Securities Act, (iii) the such Series 20242017-1 Notes may be offered, resold, pledged or otherwise transferred only (A) 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 Persons, each of which is a QIB, (b) outside the United States, Persons who are not Competitors and who are not “U.S. Persons” in offshore transactions in reliance on Regulation S under the 1933 Act, purchasing for their own account or the account of one or more other Persons, each of which is a non-U.S. Person, or (c) the Master Issuer or an Affiliate of the Master Issuer, (B) in each casethe United States to a Person who the seller reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A and that is not a Competitor, (C) outside the United States to a Person that is not a U.S. Person in accordance with any a transaction meeting the requirements of Regulation S and that is not a Competitor or (D) to a Person that 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 relevant 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 20242017-1 Note is required to, notify any subsequent purchaser of a Series 20242017-1 Note of the resale restrictions set forth in clause (iii) above.
(hi) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.2(h)4.4(h) of this Series Supplement.
(ij) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.2(hSection 4.4(i) and Section 4.2(i), as applicableof this Series Supplement.
(jk) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.2(h)4.4(j) of this Series Supplement.
(kl) Either In the case of an investment in the Series 2017-1 Class A-2 Notes, either (i) it is notneither a Plan (including, without limitation, an entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity or otherwise) nor a governmental, church, non-U.S. or other plan which is subject to any Similar Law or (ii) its acquisition, holding and it is not acquiring or holding disposition of the Series 20242017-1 Notes (or any interest therein) for or on behalf of, or with the assets of, a Plan or a governmental, church or non-U.S. plan that is subject to any Similar Law, or (ii) for the Series 2024-1 Class A-2-I Notes and the Series 2024-1 Class A-2-II Notes only, its acquisition, holding and disposition of the Series 2024-1 Class A-2-I Notes (or any interest therein) or the Series 2024-1 Class A-2-II Notes (or any interest therein), as applicable, will not constitute or result in a non-exempt prohibited transaction under Section 406 Title I 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 of under any Similar Law, as applicable.
(lm) In the case of an investment in the Series 2017-1 Class A-2 Notes, if it is a Benefit Plan Investor, at any time when regulation 29 C.F.R. Section 2510.3-21, as modified in 2016, is applicable, none of the Transaction Parties has provided or will provide advice with respect to the acquisition of such Notes by such Benefit Plan Investor, and the decision to acquire such Notes has been made by the Benefit Plan Investor fiduciary, which is an “independent fiduciary with financial expertise” as described in 29 C.F.R. Sec. 2510.3-21(c)(1), meaning that the Benefit Plan Investor fiduciary: (a) is (i) a bank, insurance carrier, registered investment adviser, or broker-dealer, in each case as described in 29 C.F.R. Section 2510.3- 21(c)(1)(i), or (ii) an independent fiduciary that holds, or has under its management or control, total assets of at least U.S. $50 million; (b) is an independent plan fiduciary within the meaning of 29 C.F.R. Section 2510.3-21; (c) is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies; (d) is responsible for exercising independent judgment in evaluating the transaction and (e) it is not paying any fee or other compensation to a Transaction Party for investment advice (as opposed to other services) in connection with the transaction. In addition, such fiduciary (i) has been informed (and expressly confirms) that none of the Transaction Parties, or other persons that provide marketing services, nor any of their affiliates, has provided, and none of them will provide, impartial investment advice and they are not giving any advice in a fiduciary capacity, in connection with the investor's acquisition of such Notes and (ii) has received and understands the disclosure of the existence and nature of the financial interests contained in the Offering Memorandum and related materials. Notwithstanding the foregoing, any Benefit Plan Investor fiduciary which is an individual directing his or her own individual retirement account shall not be deemed to have made the representation in clause (a)(ii) above with respect to a “person with financial expertise.”
(n) It understands that any subsequent transfer of the Series 20242017-1 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 20242017-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Securities Act.
(mo) It is not a Competitor.
(n) It will strictly comply with this Series 2024-1 Supplement and the Base Indenture as to treatment of Noteholders of Exchangeable Notes as directly owning the separate Classes of Exchange Notes corresponding to such Exchangeable Notes, in each case for purposes of U.S. federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as provided in this Series 2024-1 Supplement and the Base Indenture.
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