Representations, Warranties and Agreements of the Dunkin’ Brands Parties. (i) The Securitization Entities, jointly and severally, represent, warrant and agree, as to themselves but not as to the Parent Companies, and (ii) the Parent Companies, jointly and severally, represent, warrant and agree, as to themselves but not as to the Securitization Entities, on and as of the date hereof and on and as of the Closing Date, as follows (in each case, to the extent applicable):
Representations, Warranties and Agreements of the Dunkin’ Brands Parties. (i) The Securitization Entities, jointly and severally, represent, warrant and agree, as to themselves but not as to the Parent Companies, and (ii) the Parent Companies, jointly and severally, represent, warrant and agree, as to themselves but not as to the Securitization Entities, on and as of the date hereof and on and as of the Closing Date, as follows (in each case, to the extent applicable): (a) When the Notes and Guarantees are issued and delivered pursuant to this Agreement, such Notes and Guarantees will not be of the same class (within the meaning of Rule 144A) as securities of DBGI or the Securitization Entities that are listed on a national securities exchange registered under Section 6 of the Exchange Act or that are quoted in a United States automated inter-dealer quotation system. (b) Assuming the accuracy of your representations and warranties in Section 3(b) of this Agreement, the purchase and resale of the Notes pursuant to this Agreement (including pursuant to the Exempt Resales) are exempt from the registration requirements of the Securities Act. (c) No form of general solicitation or general advertising within the meaning of Regulation D under the Securities Act (including, but not limited to, advertisements, articles, notices 4
