Representations and Warranties of the Underwriters Contract Clauses (111)

Representations and Warranties of the Underwriters. Each Underwriter severally represents and agrees that: (a) It has not and will not use, authorize use of, refer to or participate in the planning for use of, any "free writing prospectus," as defined in Rule 405 of the Rules and Regulations (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) any Issuer Free Writing Prospectus or ...(ii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package. (b) It will retain copies of each free writing prospectus used or referred to by it to the extent required by Rule 433 of the Rules and Regulations. View More

Representations and Warranties of the Underwriters. (a) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller that, it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes to any retail investor in the European Economic Area. For the purposes of this provision: (x) the expression "retail investor" means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as ame...nded ("MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC (the Insurance Mediation Directive), as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (the Prospectus Directive), as amended, and (y) the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes. (b) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller that: (i) It has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 ("FSMA") with respect to anything done by it in relation to the Notes in, from or otherwise involving or being capable of having effect in the United Kingdom. (ii) It has only communicated or caused to be communicated and it will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of FSMA does not apply to the Seller or the Trust. (iii) It has not delivered, and will not deliver, to any Rating Agency any Ratings Information without the prior consent of the Seller and has not 9 participated, and will not participate in any oral communications regarding Ratings Information without the participation of a representative of the Seller. It will, consistent with its customary practices, provide notice of the obligations contained in the previous sentence to employees in the relevant departments. It shall provide to CNHICA and the Seller immediate notice of any breach of such obligations and cooperate with CNHICA and the Seller in attempting to remedy such breach. For purposes of this paragraph, "Ratings Information" means any information provided to any Rating Agency in connection with the issuance or monitoring of a credit rating on the Notes. Notwithstanding the foregoing, the aggregate liability of any Underwriter to CNHICA or the Seller in respect of any losses, claims, damages, liabilities or other amounts arising out of or based upon any breaches or alleged breaches by such Underwriter of its covenant set forth in this Section 5(b)(iii) will in no event exceed the total underwriting discounts and commissions received by such Underwriter, in each case as set forth in the Prospectus; provided, that the forgoing limitation will not apply to any breach by such Underwriter (x) occurring on or prior to the Closing Date or (y) that resulted from the gross negligence or willful misconduct of such Underwriter. (iv) Each Underwriter will enter into a Contract of Sale (within the meaning of Rule 159 under the Act) with an investor only after delivery of the Time of Sale Information to such investor. (c) Each Underwriter, severally and not jointly, represents and warrants that it has not obtained or requested, or caused any other Person to obtain or request, any Due Diligence Report from any third party due diligence service provider in connection with the offering of the Notes (it being understood that the Accounting Firm has been engaged by the Seller and/or CNHICA for the purpose of providing the Accountant's Due Diligence Report). View More

Representations and Warranties of the Underwriters. Each Underwriter hereby represents and agrees that it has not and will not make any offer relating to the Securities that would constitute a "free writing prospectus" as defined in Rule 405 under the Securities Act without the prior consent of the Company or as permitted in Section 5(e) above and that Schedule II hereto is a complete list of any free writing prospectuses for which the Underwriters have received such consent.

Representations and Warranties of the Underwriters. Each Underwriter severally represents and agrees that: (a) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any "free writing prospectus", as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) any Issuer Free Writing Prospectus, or (i...i) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package; provided, that no such written consent shall be required prior to the Underwriters' use of or reference to the Pricing Term Sheet agreed to among the Company and the Underwriters or any Issuer Free Writing Prospectus set forth on Schedule II hereto (b) It will retain copies of each free writing prospectus used or referred to by it to the extent required by Rule 433 under the Securities Act. 21 4. Purchase of the Securities by the Underwriters. (a) Subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company agrees to issue and sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase at a price of $24.2125 per share, the number of Firm Securities set forth opposite such Underwriter's name in Schedule I hereto, subject to adjustment in accordance with Section 9 hereof. The Underwriters agree to offer the Firm Securities to the public as set forth in the Prospectus. (b) The Company hereby grants to the several Underwriters and their designees an option to purchase from the Company all or any portion of the Optional Securities for a period of thirty (30) days from the date hereof at the purchase price per share set forth above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Optional Securities shall be purchased from the Company, severally and not jointly, for the accounts of the several Underwriters in proportion to the number of Firm Securities set forth opposite such Underwriter's name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase fractional Optional Securities. No Optional Securities shall be sold and delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. View More

Representations and Warranties of the Underwriters. (a) Each Underwriter severally represents, warrants and agrees that it is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering of the Offered Securities (and will promptly notify the Company if any such proceeding against it is initiated during the period specified in Section 6(e)). (b) Each Underwriter severally represents, warrants and agrees that: in relation to each Member State of the European Economic Area which has implemented the Prosp...ectus Directive (each, a "Relevant Member State"), it has not made and will not make an offer of the Offered Securities to the public in that Relevant Member State, except that it may make an offer of Offered Securities to the public in that Relevant Member State at any time under the following exemptions under the Prospectus Directive (as defined below), if they have been implemented in that Relevant Member State: (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (ii) to -10- fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Representative or Representatives nominated by the Issuer for any such offer; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Offered Securities to the public shall result in a requirement for the publication by the Company or the Underwriters of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this preceding paragraph, the expression "offer of Offered Securities to the public" in relation to any Offered Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Securities to be offered so as to enable an investor to decide to purchase the Offered Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. View More