Common use of Securities Laws; Transfer Restrictions Clause in Contracts

Securities Laws; Transfer Restrictions. The Funding Agent and each of the Purchasers represents and warrants to the Issuer, as of the date hereof (or as of a subsequent date on which a successor or assign of any Purchaser shall become a party hereto), and agrees that: (a) it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and it is able and prepared to bear the economic risk of investing in, the VFN; (b) it is purchasing the VFN for its own account, or for the account of one or more “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in subsection (a) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution; (c) it understands that (i) the VFN has not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and is being offered only in a transaction not involving any public offering within the meaning of the Securities Act, (ii) the Issuer is not required to so register or qualify the VFN, and (iii) the VFN may be resold, pledged or otherwise transferred only (A) to the Issuer, (B) to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A under the Securities Act, or (C) in a transaction otherwise exempt from the registration requirements of the Securities Act, in each case in accordance with the provisions of the Indenture and any applicable securities laws of any state of the United States or any other jurisdiction; (d) it understands that upon original issuance thereof, and until such time as the same may no longer be required under the applicable requirements of the Securities Act, the certificate evidencing the VFN (and all securities issued in exchange therefor or substitution thereof) shall bear a restrictive legend substantially in the form set forth in the form of VFN included as an exhibit to the Series Supplement; and (e) it will obtain from any transferee of the VFN (or any interest therein) substantially the same representations, warranties and agreements contained in this Section 6.01.

Securities Laws; Transfer Restrictions. The Funding Agent and each of the Purchasers represents and warrants to the Issuer, as of the date hereof (or as of a subsequent date on which a successor or assign of any Purchaser shall become a party hereto), and agrees that: (a) it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and it is able and prepared to bear the economic risk of investing in, the VFN; (b) it is purchasing the VFN for its own account, or for the account of one or more “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in subsection clause (a) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution; (c) it understands that (i) the VFN has not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and is being offered only in a transaction not involving any public offering within the meaning of the Securities Act, (ii) the Issuer is not required to so register or qualify the VFN, and (iii) the VFN may be resold, pledged or otherwise transferred only (A) to the Issuer, (B) to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A under the Securities Act, or (C) in a transaction otherwise exempt from the registration requirements of the Securities Act, in each case in accordance with the provisions of the Indenture and any applicable securities laws of any state of the United States or any other jurisdiction; (d) it understands that upon original issuance thereof, and until such time as the same may no longer be required under the applicable requirements of the Securities Act, the certificate evidencing the VFN (and all securities issued in exchange therefor or substitution thereof) shall bear a restrictive legend substantially in the form set forth in the form of VFN included as an exhibit to the Series Supplement; and (e) it will obtain from any transferee of the VFN (or any interest therein) substantially the same representations, warranties and agreements contained in this Section 6.01.

Securities Laws; Transfer Restrictions. The Each of the Administrator, the Funding Agent and each of the Purchasers Conduit Purchaser represents and warrants to the Issuer, for itself, as of the date hereof (or as of a subsequent date on which a successor or assign of any Purchaser shall become a party hereto), and agrees that: (a) it has (i) reviewed the Indenture (including the schedule and exhibits thereto) and all other documents which have been provided by the Issuer to it with respect to the transactions contemplated by the Indenture, (ii) participated in due diligence sessions with the Servicer and (iii) had an opportunity to discuss the Issuer's and the Seller's businesses, management and financial affairs, and the terms and conditions of the proposed purchase with the Issuer and the Servicer and their respective representatives; (b) it is an “"accredited investor” " within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and it is able and prepared to bear the economic risk of investing in, the VFNNotes; (bc) it is purchasing the VFN Notes for its own account, or for the account of one or more “"accredited investors” " within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in subsection (ab) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution; (cd) it understands that (i) the VFN has Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and is being offered only in a transaction not involving any public offering within the meaning of the Securities Act, (ii) the Issuer is not required to so register or qualify the VFNNotes, and (iii) the VFN Notes may be resold, pledged or otherwise transferred only (A) to the Issuer, (B) to a “"qualified institutional buyer” " (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A under the Securities Act, or (C) in a transaction otherwise exempt from the registration requirements of the Securities Act, in each case in accordance with the provisions of the Indenture and any applicable securities laws of any state of the United States or any other jurisdiction; (de) it understands that upon original issuance thereof, and until such time as the same may no longer be required under the applicable requirements of the Securities Act, the certificate evidencing the VFN Notes (and all securities issued in exchange therefor or substitution thereof) shall bear a restrictive legend substantially in the form set forth in the form of VFN Notes included as an exhibit to the Series Supplement; (f) it understands that the Registrar and Transfer Agent for the Notes will not be required to accept for registration of transfer the Notes acquired by it, except upon presentation of, if applicable, the certificate and, if applicable, the opinion described in the Series Supplement; and (eg) it will obtain from any transferee of the VFN Notes (or any interest therein) substantially the same representations, warranties and agreements contained in this Section 6.016.1.

Securities Laws; Transfer Restrictions. The Each of the Administrator, the Funding Agent and each of the Purchasers Conduit Purchaser represents and warrants to the Issuer, for itself, as of the date hereof (or as of a subsequent date on which a successor or assign of any Purchaser shall become a party hereto), and agrees that: (a) it has (i) reviewed the Indenture (including the schedule and exhibits thereto) and all other documents which have been provided by the Issuer to it with respect to the transactions contemplated by the Indenture, (ii) participated in due diligence sessions with the Servicer and (iii) had an opportunity to discuss the Issuer’s and the Seller’s businesses, management and financial affairs, and the terms and conditions of the proposed purchase with the Issuer and the Servicer and their respective representatives; (b) it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and it is able and prepared to bear the economic risk of investing in, the VFNNotes; (bc) it is purchasing the VFN Notes for its own account, or for the account of one or more “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in subsection (ab) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution; (cd) it understands that (i) the VFN has Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and is being offered only in a transaction not involving any public offering within the meaning of the Securities Act, (ii) the Issuer is not required to so register or qualify the VFNNotes, and (iii) the VFN Notes may be resold, pledged or otherwise transferred only (A) to the Issuer, (B) to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A under the Securities Act, or (C) in a transaction otherwise exempt from the registration requirements of the Securities Act, in each case in accordance with the provisions of the Indenture and any applicable securities laws of any state of the United States or any other jurisdiction; (de) it understands that upon original issuance thereof, and until such time as the same may no longer be required under the applicable requirements of the Securities Act, the certificate evidencing the VFN Notes (and all securities issued in exchange therefor or substitution thereof) shall bear a restrictive legend substantially in the form set forth in the form of VFN Notes included as an exhibit to the Series Supplement; (f) it understands that the Registrar and Transfer Agent for the Notes will not be required to accept for registration of transfer the Notes acquired by it, except upon presentation of, if applicable, the certificate and, if applicable, the opinion described in the Series Supplement; and (eg) it will obtain from any transferee of the VFN Notes (or any interest therein) substantially the same representations, warranties and agreements contained in this Section 6.016.1.

Securities Laws; Transfer Restrictions. The Funding Agent and each of the Purchasers represents and warrants to the Issuer, as of the date hereof (or as of a subsequent date on which a successor or assign of any Purchaser shall become a party hereto), and agrees that: (a) it has (i) reviewed the Master Indenture and the Series Supplement (including the schedule and exhibits thereto) and all other documents which have been provided by the Issuer to it with respect to the transactions contemplated thereby, (ii) participated in due diligence sessions with the Servicer and (iii) had an opportunity to discuss the Issuer’s and the Sellers’ businesses, management and financial affairs, and the terms and conditions of the proposed purchase with the Issuer and the Servicer and their respective representatives; (b) it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and it is able and prepared to bear the economic risk of investing in, the VFN; (bc) it is purchasing the VFN for its own account, or for the account of one or more “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in subsection (ab) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution; (cd) it understands that (i) the VFN has not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and is being offered only in a transaction not involving any public offering within the meaning of the Securities Act, (ii) the Issuer is not required to so register or qualify the VFN, and (iii) the VFN may be resold, pledged or otherwise transferred only (A) to the Issuer, (B) to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A under the Securities Act, or (C) in a transaction otherwise exempt from the registration requirements of the Securities Act, in each case in accordance with the provisions of the Indenture and any applicable securities laws of any state of the United States or any other jurisdiction; (de) it understands that upon original issuance thereof, and until such time as the same may no longer be required under the applicable requirements of the Securities Act, the certificate evidencing the VFN (and all securities issued in exchange therefor or substitution thereof) shall bear a restrictive legend substantially in the form set forth in the form of VFN included as an exhibit to the Series Supplement; (f) it understands that the Note Registrar and Paying Agent for the VFN will not be required to accept for registration of transfer the VFN acquired by it, except upon presentation of, if applicable, the certificate and, if applicable, the opinion described in the Series Supplement; and (eg) it will obtain from any transferee of the VFN (or any interest therein) a purchaser letter in the substantially the same representations, warranties and agreements contained in this Section 6.01form of Exhibit D to the Series Supplement.

Securities Laws; Transfer Restrictions. The Funding Agent and each of the Purchasers Purchaser represents and warrants to the Issuer, as of the date hereof (or as of a subsequent date on which a successor or assign of any Purchaser shall become a party hereto), and agrees that: (a) it has (i) reviewed the Series 2007-A Indenture (including the schedules and exhibits thereto) and all other documents which have been provided by the Issuer to it with respect to the transactions contemplated by the Series 2007-A Indenture, (ii) participated in due diligence sessions with the Servicer and (iii) had an opportunity to discuss the Issuer’s and the Sellers’ businesses, management and financial affairs, and the terms and conditions of the proposed purchase with the Issuer and the Servicer and their respective representatives; (b) it is an “accredited investor” within the meaning of Rule 501(a)(1501(a)(l), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and it is able and prepared to bear the economic risk of investing in, the VFNNotes; (bc) it is purchasing the VFN Notes for its own account, or for the account of one or more “accredited investors” within the meaning of Rule 501(a)(1501(a)(l), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in subsection (ab) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution; (cd) it understands that (i) the VFN has Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and is being offered only in a transaction not involving any public offering within the meaning of the Securities Act, (ii) the Issuer is not required to so register or qualify the VFNNotes, and (iii) the VFN Notes may be resold, pledged or otherwise transferred only (A) to the Issuer, (B) to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) QIB in a transaction meeting the requirements of Rule 144A 144 A under the Securities Act, or (C) in a transaction otherwise exempt from the registration requirements of the Securities Act, in each case in accordance with the provisions of the Series 2007-A Indenture and any applicable securities laws of any state of the United States or any other jurisdiction; (de) it understands that upon original issuance thereof, and until such time as the same may no longer be required under the applicable requirements of the Securities Act, the certificate evidencing the VFN Notes (and all securities issued in exchange therefor or substitution thereof) shall bear a restrictive legend substantially in the form set forth in the form of VFN Note included as an exhibit to the Series 2007-A Supplement; (f) it understands that the Transfer Agent and Registrar for the Notes will not be required to accept for registration of transfer the Notes acquired by it, except upon presentation of, if applicable, the certificate and, if applicable, the opinion described in the Series 2007-A Supplement; and (eg) it will obtain from any transferee of the VFN Notes (or any interest therein) substantially the same representations, warranties and agreements contained in this Section 6.016.1.