Note Owner Representations Clause Samples
The Note Owner Representations clause sets out the specific statements and assurances that the owner of a note (such as a promissory note or debt instrument) makes to the other party in a transaction. These representations typically cover the owner's authority to enter into the agreement, the validity and enforceability of the note, and confirmation that the note is free from undisclosed encumbrances or claims. By requiring these representations, the clause helps ensure that the buyer or counterparty can rely on the note owner's disclosures, thereby reducing the risk of disputes or hidden liabilities related to the note.
Note Owner Representations. Each Series 2017-3 Note Owner, by its acceptance of an interest or participation in the Series 2017-3 Notes, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee as follows:
Note Owner Representations. (a) Each Series 2015-5 Note Owner, by its acceptance of a beneficial interest in the Series 2015-5 Notes, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee that:
(i) either (A) it is not a Benefit Plan and is not acting on behalf of or investing the assets of a Benefit Plan or (B) its purchase, holding or disposition of a beneficial interest in the Series 2015-5 Notes does not constitute and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if the Series 2015-5 Note Owner is subject to any Similar Law, the purchase, holding or disposition does not constitute and will not result in a violation of Similar Law); and
(ii) it will treat the Series 2015-5 Notes for U.S. federal, state and local income and franchise tax purposes as indebtedness secured by the Trust Property.
(b) Each Series 2015-5 Note Owner of a Class C or Class D Note (other than the Depositors or their Affiliates), by its acceptance of a beneficial interest in a Class C or Class D Note, specifically agrees with and represents to the Depositors, the Issuer, the Indenture Trustee and the Transfer Agent and Registrar, that no Note Transfer will be made unless (i) the registration requirements of the Securities Act and any applicable State securities laws have been complied with in respect of that class in accordance with Section 5.02(a), (ii) the Note Transfer is to the Depositors or their Affiliates or (iii) the Note Transfer is exempt from the registration requirements under the Securities Act because the Note Transfer is in compliance with Rule 144A under the Securities Act, 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 under the Securities Act.
(c) Until the Class C or Class D Notes have been registered under the Securities Act and any applicable State securities law under Section 5.2(a), each Series 2015-5 Note Owner of a Class C or Class D Note (other than the Depositors or their Affiliates), by its acceptance of a beneficial interest in the Class C or Class D Note, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee that:
(i) It understands that the Series...
Note Owner Representations. Each Series 2012-2 Note Owner, by its acceptance of a beneficial interest in the Series 2012-2 Notes, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee that:
(a) either (A) it is not a Benefit Plan and is not acting on behalf of or investing the assets of a Benefit Plan or (B) its purchase and holding of such beneficial interest therein does not constitute and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if the Series 2012-2 Note Owner is subject to any Similar Law, such purchase and holding does not constitute and will not result in a violation of such Similar Law); and
(b) it will treat the Series 2012-2 Notes for U.S. federal, state and local income and franchise tax purposes as indebtedness secured by the Trust Property.
Note Owner Representations. Each Series 2026-2 Note Owner, by its acceptance of an interest or participation in the Series 2026-2 Notes, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee as follows:
Note Owner Representations. Each Series 20 - Note Owner, by its acceptance of an interest or participation in the Series 20 - Notes, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee as follows:
Note Owner Representations. Each Series 20__-_ Note Owner, by its acceptance of a beneficial interest in the Series 20__-_ Notes, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee that:
(a) either (i) it is not a Benefit Plan and is not acting on behalf of or investing the assets of a Benefit Plan or (ii) its purchase and holding of such beneficial interest therein does not constitute and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if the Series 20__-_ Note Owner is subject to any Similar Law, such purchase and holding does not constitute and will not result in a violation of such Similar Law); and
(b) it will treat the Series 20__-_ Notes for U.S. federal, state and local income and franchise tax purposes as indebtedness secured by the Trust Property.
Note Owner Representations. Each Series 2009-2 Note Owner, by its acceptance of an interest in the Series 2009-2 Notes, is deemed to represent, warrant and covenant to the Issuer, the Servicer and the Indenture Trustee that:
(a) either (i) it is not a Benefit Plan and is not acting on behalf of or investing the assets of a Benefit Plan or (ii) its acquisition and holding of Series 2009-2 Notes or any beneficial interests therein does not and will not constitute a non-exempt prohibited transaction under ERISA or the Code by reason of the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if it is a Benefit Plan subject to any Similar Law, or is acting on behalf of or investing the assets of such a Benefit Plan, its acquisition and holding of the Series 2009-2 Notes or any beneficial interests therein does not constitute and will not result in a violation of such Similar Law); and
(b) it will treat the Series 2009-2 Notes for U.S. federal, state and local income and franchise tax purposes as indebtedness secured by the Trust Assets.