Note Purchaser Clause Samples

Note Purchaser. 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 Issuer's and the Servicer's business, 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 is able and prepared to bear the economic risk of investing in, the Note; (c) 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; (d) 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; (e) 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; (f) it will comply with all applicable federal and state securities laws in connection with any subsequent resale of the Note; (g) it understands that the Note may be offered, resold, pledged or otherwise transferred with the Issuer's prior written consent (unless an Event of Default has occurred, in which case, th...

Note Purchaser. 7 -i- 3 TABLE OF CONTENTS (continued) Page ---- ARTICLE VI CONDITIONS

Note Purchaser. Executed and Delivered as a Deed by a duly authorised signatory for and on behalf of LMA S.A. ) ) ) by its lawfully appointed attorney in the presence of:- (Witness’ Signature) (Witness’ Address) (Witness’ Occupation) Class A Series 2019-1 Note Purchaser, Class B Series 2020-1 Note Purchaser and Manager Executed and Delivered as a Deed by two duly authorised signatories for and on behalf of Mizuho Bank Ltd. ) ) ) ) By: Print name: By: Print name: Executed and Delivered as a Deed by one duly authorised signatory for and on behalf MUFG Bank, Ltd., London Branch ) ) ) Authorised Signatory Executed and Delivered as a Deed by NatWest Markets Plc acting by: ) ) Authorised Signatory Witness Name Witness Address Witness Occupation Signed and delivered for and on behalf of and as the deed of Regency Assets DAC by its lawfully appointed attorney in the presence of: Witness Name Witness Address Witness Occupation Executed and Delivered as a Deed by two duly authorised signatories for and on behalf of Royal Bank of Canada ) ) ) ) Authorised Signatory ) ) ) Authorised Signatory Executed and Delivered as a Deed by Scotiabank (Ireland) Designated Activity Company acting by: ) ) ) Authorised Signatory Witness name: Witness address: Witness occupation: Executed and Delivered as a Deed by two duly authorised signatories for and on behalf of Skandinaviska Enskilda ▇▇▇▇▇▇ ▇▇ (publ) Frankfurt Branch ) ) ) ) ) Authorised Signatory ) ) ) Authorised Signatory Executed and Delivered as a Deed by two duly authorised signatories for and on behalf of Skandinaviska Enskilda ▇▇▇▇▇▇ ▇▇ (publ) ) ) ) ) ) Authorised Signatory ) ) ) Authorised Signatory Executed and Delivered as a Deed by Société Générale acting by: Authorised Signatory Executed and Delivered as a Deed by Société Générale Capital Market Finance S.A. acting by: Authorised Signatory Class A Series 2020-3 Note Purchaser and Manager Executed and Delivered as a Deed by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Banking Corporation, Brussels Branch acting by: ) ) ) Director

Note Purchaser. Section 6.06(a) Notice of Disagreement ............................................................................................ Section 1.04(b) Oaktree .................................................................................................................................

Note Purchaser. Except to the extent, if any, that prior to the time of the Advance requested hereby you and the Series 2002-1 Note Purchaser shall receive written notice to the contrary from the undersigned, each matter certified to herein shall be deemed once again to be certified as true and correct at the date of such Advance as if then made.

Note Purchaser. Except to the extent, if any, that prior to the time of the Advance requested hereby you and the Series 2000-2 Note

Note Purchaser. If and to the extent any amounts shall not have so been made available to the Series 1997-1 Collateral Agent, the Series 1997-1 Note Purchaser irrevocably and unconditionally agrees to repay to the Series 1997-1 Collateral Agent forthwith on demand the amount of payment it received together with interest thereon, for each day from the date payment is made by the Series 1997-1 Collateral Agent until the date the amount is repaid to the Series 1997-1 Collateral Agent, (i) for the first three (3) days following the date the payment is made, at a rate per annum equal to the Federal Funds Rate and (ii) thereafter, at a rate per annum equal to the Federal Funds Rate plus 0.05%.

Note Purchaser. As defined in the definition of CHCI Subordinate Notes in the First Amendment. Penderbrook. ▇▇▇▇▇▇▇▇ Penderbrook, L.C., a Virginia limited liability company.