Common use of Note Purchaser Clause in Contracts

Note Purchaser. The Note Purchaser represents and warrants to the Issuer and the Servicer, as of the date hereof (or as of a subsequent date on which a successor or assign of the Note Purchaser shall become a party hereto), that: (a) the Note Purchaser has been duly formed and is validly existing as a corporation under the laws of the State of Delaware and is in good standing under the laws of the State of Delaware; (b) this Agreement has been duly and validly authorized, executed and delivered by the Note Purchaser and constitutes a legal, valid, binding obligation of the Note Purchaser, enforceable against the Note Purchaser in accordance with its terms subject to applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws now or hereafter in effect affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is pursuant to a proceeding in equity or at law); (c) 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 is able and prepared to bear the economic risk of investing in, the Note; (d) it is purchasing the Note 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 (b) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control; (e) it understands that the Note 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 and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available, that the Issuer is not required to register the Note, and that any transfer must comply with provisions of Section 2.3 of the Indenture; (f) it understands that the Note will bear the legend set out in the form of Note attached as Exhibit A-1 to the Indenture and be subject to the restrictions on transfer described in such legend; (g) it will comply with all applicable federal and state securities laws in all material respects in connection with any subsequent resale of the Note; (h) it understands that the Note may be offered, resold, pledged or otherwise transferred without the Issuer’s prior written consent only (A) to the Issuer, (B) in a transaction meeting the requirements of Rule 144A under the Securities Act, (C) outside the United States to a foreign person in a transaction meeting the requirements of Regulation S under the Securities Act, or (D) in a transaction complying with or exempt from the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction; provided however that notwithstanding anything contained in this Agreement to the contrary, the Note Purchaser agrees that no transfer of any portion of the Note shall be made to a Person primarily engaged in the business of manufacturing and selling agricultural or construction equipment. (i) if it desires to offer, sell or otherwise transfer, pledge or hypothecate the Note as described in subclauses (B), (C) or (D) of the preceding paragraph, the transferee of the Note will be required to deliver a certificate and may under certain circumstances be required to deliver an opinion of counsel, in each case, as described in the Indenture, reasonably satisfactory in form and substance to the Trustee, that an exemption from the registration requirements of the Securities Act applies to such offer, sale, transfer or hypothecation. The Note Purchaser understands that the registrar and transfer agent for the Note will not be required to accept for registration of transfer the Note acquired by it, except upon presentation of an executed letter in the form required by the Indenture; and (j) it will obtain from any purchaser of the Note substantially the same representations and warranties contained in the foregoing paragraphs.

Note Purchaser. The Note Purchaser represents and warrants to the Issuer RCFC and the Master Servicer, as of the date hereof (or as of a subsequent date on which a successor or assign of the Note Purchaser shall become a party hereto), that: (a) it has had an opportunity to discuss RCFC's and the Note Purchaser has been duly formed Master Servicer's business, management and is validly existing as a corporation under financial affairs, and the laws terms and conditions of the State of Delaware proposed purchase, with RCFC and is in good standing under the laws of the State of DelawareMaster Servicer and their respective representatives; (b) this Agreement has been duly and validly authorized, executed and delivered by the Note Purchaser and constitutes a legal, valid, binding obligation of the Note Purchaser, enforceable against the Note Purchaser in accordance with its terms subject to applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws now or hereafter in effect affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is pursuant to a proceeding in equity or at law); (c) it is an “"accredited investor” " within the meaning of Rule 501(a)(1), (2), (3) or (7501(a) 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 is able and prepared to bear the economic risk of investing in, the NoteSeries 1998-1 Notes; (dc) it is purchasing the Note Series 1998-1 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 (7501(a) of Regulation D under the Securities Act that meet the criteria described in subsection (b) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control; (ed) it understands that the Note has Series 1998-1 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 are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available, that the Issuer RCFC is not required to register the NoteSeries 1998-1 Notes, and that any transfer must comply with provisions of Section 2.3 2.9 of the Base Indenture; (fe) it understands that the Note Series 1998-1 Notes will bear the legend set out in the form of Note Series 1998-1 Notes attached as Exhibit A-1 A to the Indenture Series 1998-1 Supplement and be subject to the restrictions on transfer described in such legend; (gf) it will comply with all applicable federal and state securities laws in all material respects in connection with any subsequent resale of the NoteSeries 1998-1 Notes; (hg) it understands that the Note Series 1998-1 Notes may be offered, resold, pledged or otherwise transferred without with the Issuer’s Master Servicer's prior written consent only (A) to the IssuerRCFC, (B) in a transaction meeting the requirements of Rule 144A under the Securities Act, (C) outside the United States to a foreign person in a transaction meeting the requirements of Regulation S under the Securities Act, or (D) in a transaction complying with or exempt from the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction; provided however that notwithstanding anything contained in this Agreement to the contrary, the Note Purchaser agrees that no transfer of any portion of the Note shall be made to a Person primarily engaged in the business of manufacturing and selling agricultural or construction equipment.; (ih) if it desires to offer, sell or otherwise transfer, pledge or hypothecate the Note Series 1998- 1 Notes as described in subclauses clause (B), (C) or (D) of the preceding paragraph, the transferee of the Note Series 1998-1 Notes will be required to deliver a certificate and may under certain circumstances be required to deliver an opinion of counsel, in each case, as described in the Base Indenture, reasonably satisfactory in form and substance to the Trusteeapplicable seller, that an exemption from the registration requirements of the Securities Act applies to such offer, sale, transfer or hypothecation. 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 Series 1998-1 Notes (and all securities issued in exchange therefor or substitution thereof) shall bear a legend substantially in the form of the Series 1998-1 Notes included in the Series 1998-1 Supplement. The Note Purchaser understands that the registrar and transfer agent for the Note Series 1998-1 Notes will not be required to accept for registration of transfer the Note Series 1998-1 Notes acquired by it, except upon presentation of an executed letter in the form required by the Indenturethis form; and (ji) it will obtain from any purchaser of the Note Series 1998-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs.

Note Purchaser. The Each of Paradigm and the Committed Note Purchaser represents and warrants to the Issuer and the Servicer, as of the date hereof (or as of a subsequent date on which a successor or assign of Paradigm or the Committed Note Purchaser shall become a party hereto), that: (a) it has had an opportunity to discuss the Note Purchaser has been duly formed Issuer's and is validly existing as a corporation under the laws Servicer's business, management and financial affairs, and the terms and conditions of the State of Delaware proposed purchase, with the Issuer and is in good standing under the laws of the State of DelawareServicer and their respective representatives; (b) this Agreement has been duly and validly authorized, executed and delivered by the Note Purchaser and constitutes a legal, valid, binding obligation of the Note Purchaser, enforceable against the Note Purchaser in accordance with its terms subject to applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws now or hereafter in effect affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is pursuant to a proceeding in equity or at law); (c) 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 is able and prepared to bear the economic risk of investing in, the Note; (dc) it is purchasing the Note 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 SUBSECTION (b) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control; (ed) it understands that the Note 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 and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available, that the Issuer is not required to register the Note, and that any transfer must comply with provisions of Section SECTION 2.3 of the Indenture; (fe) it understands that the Note will bear the legend set out in the form of Note attached as Exhibit EXHIBIT A-1 to the Indenture and be subject to the restrictions on transfer described in such legend; (gf) it will comply with all applicable federal and state securities laws in all material respects in connection with any subsequent resale of the Note; (hg) it understands that the Note may be offered, resold, pledged or otherwise transferred without with the Issuer’s 's prior written consent only (A) to the Issuer, (B) in a transaction meeting the requirements of Rule 144A under the Securities Act, (C) outside the United States to a foreign person in a transaction meeting the requirements of Regulation S under the Securities Act, or (D) in a transaction complying with or exempt from the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction; provided however notwithstanding the foregoing, it is hereby understood and agreed by the Issuer that notwithstanding anything contained in this Agreement to the contrary, the Note Purchaser agrees that no transfer will be pledged by Paradigm pursuant to Paradigm's commercial paper program documents, and may be sold, transferred or pledged to West LB or any affiliate of West LB or, any portion commercial paper conduit administered by West LB or any affiliate of West LB, without the consent of the Note shall be made to a Person primarily engaged in the business of manufacturing and selling agricultural or construction equipment.Issuer; (ih) if it desires to offer, sell or otherwise transfer, pledge or hypothecate the Note as described in subclauses clause (B), (C) or (D) of the preceding paragraph, the transferee of the Note will be required to deliver a certificate and may under certain circumstances be required to deliver an opinion of counsel, in each case, as described in the Indenture, reasonably satisfactory in form and substance to the Trusteeapplicable seller, that an exemption from the registration requirements of the Securities Act applies to such offer, sale, transfer or hypothecation. The Note Purchaser Paradigm understands that the registrar and transfer agent for the Note will not be required to accept for registration of transfer the Note acquired by it, except upon presentation of an executed letter in the form required by the Indenture; and; (ji) it will obtain from any purchaser of the Note substantially the same representations and warranties contained in the foregoing paragraphs; and (j) this Agreement has been duly and validly authorized, executed and delivered by Paradigm and the Committed Note Purchaser and constitutes a legal, valid, binding obligation of Paradigm and the Committed Note Purchaser, enforceable against Paradigm and the Committed Note Purchaser in accordance with its terms.

Note Purchaser. The Each of Paradigm and the Committed Note Purchaser represents and warrants to the Issuer and the Servicer, as of the date hereof (or as of a subsequent date on which a successor or assign of Paradigm or the Committed Note Purchaser shall become a party hereto), that: (a) it has had an opportunity to discuss the Note Purchaser has been duly formed Issuer's and is validly existing as a corporation under the laws Servicer's business, management and financial affairs, and the terms and conditions of the State of Delaware proposed purchase, with the Issuer and is in good standing under the laws of the State of DelawareServicer and their respective representatives; (b) this Agreement has been duly and validly authorized, executed and delivered by the Note Purchaser and constitutes a legal, valid, binding obligation of the Note Purchaser, enforceable against the Note Purchaser in accordance with its terms subject to applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws now or hereafter in effect affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is pursuant to a proceeding in equity or at law); (c) 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 is able and prepared to bear the economic risk of investing in, the Note; (dc) it is purchasing the Note 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 SUBSECTION (bB) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control; (ed) it understands that the Note 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 and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available, that the Issuer is not required to register the Note, and that any transfer must comply with provisions of Section SECTION 2.3 of the Indenture; (fe) it understands that the Note will bear the legend set out in the form of Note attached as Exhibit EXHIBIT A-1 to the Indenture and be subject to the restrictions on transfer described in such legend; (gf) it will comply with all applicable federal and state securities laws in all material respects in connection with any subsequent resale of the Note; (hg) it understands that the Note may be offered, resold, pledged or otherwise transferred without with the Issuer’s 's prior written consent (unless an Event of Default has occurred, in which case, the Issuer's consent is not required) only (A) to the Issuer or an Affiliate of the Issuer, (B) in a transaction meeting the requirements of Rule 144A under the Securities Act, or (C) outside the United States to a foreign person in a transaction meeting the requirements of Regulation S under the Securities Act, or (D) in a transaction complying with or exempt from the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction; provided however notwithstanding the foregoing, it is hereby understood and agreed by the Issuer that notwithstanding anything contained in this Agreement to the contrary, the Note Purchaser agrees that no transfer will be pledged by Paradigm pursuant to Paradigm's commercial paper program documents, and may be sold, transferred or pledged to West LB or any affiliate of West LB or, any portion commercial paper conduit administered by West LB or any affiliate of West LB, without the consent of the Note shall be made to a Person primarily engaged in the business of manufacturing and selling agricultural or construction equipment.Issuer; (ih) if it desires to offer, sell or otherwise transfer, pledge or hypothecate the Note as described in subclauses clause (B), (C) or (DC) of the preceding paragraph, the transferee of the Note will be required to deliver a certificate and may under certain circumstances be required to deliver an opinion of counsel, in each case, as described in the Indenture, reasonably satisfactory in form and substance to the Trusteeapplicable seller, that an exemption from the registration requirements of the Securities Act applies to such offer, sale, transfer or hypothecation. The Note Purchaser Paradigm understands that the registrar and transfer agent for the Note will not be required to accept for registration of transfer the Note acquired by it, except upon presentation of an executed letter in the form required by the Indenture; and; (ji) it will obtain from any purchaser of the Note substantially the same representations and warranties contained in the foregoing paragraphs; and (j) this Agreement has been duly and validly authorized, executed and delivered by Paradigm and the Committed Note Purchaser and constitutes a legal, valid, binding obligation of Paradigm and the Committed Note Purchaser, enforceable against Paradigm and the Committed Note Purchaser in accordance with its terms.

Note Purchaser. The Note Purchaser represents and warrants to the Issuer and the Servicer, as of the date hereof (or as of a subsequent date on which a successor or assign of the Note Purchaser shall become a party hereto), that: (a) it has had an opportunity to discuss the Note Purchaser has been duly formed Issuer's and is validly existing as a corporation under the laws Servicer's business, management and financial affairs, and the terms and conditions of the State of Delaware proposed purchase, with the Issuer and is in good standing under the laws of the State of DelawareServicer and their respective representatives; (b) this Agreement has been duly and validly authorized, executed and delivered by the Note Purchaser and constitutes a legal, valid, binding obligation of the Note Purchaser, enforceable against the Note Purchaser in accordance with its terms subject to applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws now or hereafter in effect affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is pursuant to a proceeding in equity or at law); (c) 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 is able and prepared to bear the economic risk of investing in, the Note; (dc) it is purchasing the Note 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 SUBSECTION (b) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control; (ed) it understands that the Note 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 and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available, that the Issuer is not required to register the Note, and that any transfer must comply with provisions of Section SECTION 2.3 of the Indenture; (fe) it understands that the Note will bear the legend set out in the form of Note attached as Exhibit EXHIBIT A-1 to the Indenture and be subject to the restrictions on transfer described in such legend; (gf) it will comply with all applicable federal and state securities laws in all material respects in connection with any subsequent resale of the Note; (hg) it understands that the Note may be offered, resold, pledged or otherwise transferred without with the Issuer’s 's prior written consent only (A) to the Issuer, (B) in a transaction meeting the requirements of Rule 144A under the Securities Act, (C) outside the United States to a foreign person in a transaction meeting the requirements of Regulation S under the Securities Act, or (D) in a transaction complying with or exempt from the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction; provided however that notwithstanding anything contained in this Agreement to the contrary, the Note Purchaser agrees that no transfer of any portion of the Note shall be made to a Person primarily engaged in the business of manufacturing and selling agricultural or construction equipment.; (ih) if it desires to offer, sell or otherwise transfer, pledge or hypothecate the Note as described in subclauses clause (B), (C) or (D) of the preceding paragraph, the transferee of the Note will be required to deliver a certificate and may under certain circumstances be required to deliver an opinion of counsel, in each case, as described in the Indenture, reasonably satisfactory in form and substance to the Trusteeapplicable seller, that an exemption from the registration requirements of the Securities Act applies to such offer, sale, transfer or hypothecation. The Note Purchaser understands that the registrar and transfer agent for the Note will not be required to accept for registration of transfer the Note acquired by it, except upon presentation of an executed letter in the form required by the Indenture; and; (ji) it will obtain from any purchaser of the Note substantially the same representations and warranties contained in the foregoing paragraphs; and (j) this Agreement has been duly and validly authorized, executed and delivered by the Note Purchaser and constitutes a legal, valid, binding obligation of the Note Purchaser, enforceable against the Note Purchaser in accordance with its terms.