Common use of Noteholder Agreement Clause in Contracts

Noteholder Agreement. By acceptance of a Note, the Noteholder agrees with and represents to the Depositor, the Trust, the Indenture Trustee and the Note Registrar, that no Note Transfer will be made unless (i) the registration requirements of the Securities Act and applicable State securities laws have been complied with for the Note according to Section 2.6(a), (ii) the Note Transfer is to the Depositor or its Affiliates or (iii) the Note Transfer is exempt from the registration requirements under the Securities Act because the Note Transfer is (A) in compliance with Rule 144A, to a transferee who the transferor reasonably believes is a QIB that is purchasing for its own account or for the account of a QIB and to whom notice is given that the Note Transfer is being made in reliance on Rule 144A or (B) in compliance with Rule 903 or 904 of Regulation S, to a non-U.S. person outside the United States.