Common use of Note Purchase Clause in Contracts

Note Purchase. (a) Subject to the terms and conditions hereof, on the Closing Date Issuer shall issue to Holders, and each Holder shall purchase from Issuer (so long as all conditions precedent required hereby shall have then been satisfied or waived), a Tranche A Note in an aggregate principal amount equal to such Holder’s Tranche A Commitment, as set forth on Appendix A. (b) Subject to the terms and conditions hereof, the Requisite Holders may agree from time to time in their sole and absolute discretion to purchase one or more additional tranches of notes from the Issuer under the provisions of this Agreement pursuant to a supplement (a “Supplement”). Each additional series of notes (the “Supplemental Notes”) issued pursuant to a Supplement shall be subject to the following terms and conditions: (i) each series of Supplemental Notes, when so issued, shall be differentiated from all previous series by sequential alphabetical designation inscribed thereon; (ii) each series of Supplemental Notes shall be dated the date of issue, bear interest at such rate or rates, be subject to mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants and other terms as shall be specified in the Supplement under which such Supplemental Notes are issued and upon execution of any such Supplement, this Agreement shall be deemed amended to reflect such additional covenants and terms without further action on the part of the holders of the Notes outstanding under this Agreement; provided, that any such additional covenants or terms shall inure to the benefit of all holders of Notes so long as any Supplemental Notes issued pursuant to such Supplement remain outstanding, except for any covenant or term relating to the interest rate, original issue discount, premium, call protection or any fee paid with respect to such Supplemental Notes (the “Supplemental Economic Terms”), it being understood that any Supplemental Economic Terms shall inure to the benefit of only the Holders of the applicable series of Supplemental Notes; (iii) each series of Supplemental Notes shall mature no earlier than the Maturity Date; (iv) each series of Supplemental Notes issued under this Agreement shall be in substantially the form of Exhibit J hereto with such variations, omissions and insertions as are necessary or permitted hereunder; (v) no Holder shall be required to purchase Supplemental Notes without such Holder’s consent; and (vi) no obligation or commitment to purchase Supplemental Notes is intended or evidenced hereby. If the Requisite Holders agree to purchase a series of Supplemental Notes, each Holder may purchase such Supplemental Notes in proportion to such Holder’s Pro Rata Share; provided that in the event that less than all the Holders elect to purchase such Supplemental Notes, the Supplemental Notes shall be allocated on a pro rata basis among the Holders electing to purchase such Supplemental Notes until all Supplemental Notes have been allocated.

Note Purchase. (a) Subject The parties hereto agree that on any Business Day from, and including, September 30, 2011 to, and including, January 31, 2012, occurring after the Transferor has provided at least 10 Business Days’ irrevocable prior written notice to each of Chase USA and the Note Purchaser of the purchase of the Note, which notice shall specify the date on which payment for the Note shall occur (the “Purchase Date”), the Transferor or any of its affiliates, including Target, shall purchase the Note, in full, but not in part, by wire transfer of immediately available funds to the terms and conditions hereof, Indenture Trustee for further wire transfer to the Note Purchaser by 2:00 p.m. (New York time) on the Closing Purchase Date Issuer shall issue to Holders, (or via any other funds flow previously agreed upon between the Transferor and each Holder shall purchase from Issuer (so long as all conditions precedent required hereby shall have then been satisfied or waived), a Tranche A the Note Purchaser) in an aggregate principal amount equal to the sum of (i) the product of (x) the Note Principal Balance as of the most recent Distribution Date prior to such Holder’s Tranche A Commitmentpurchase date and (y) one (1) minus the Adjustment Percentage for the most recent Distribution Date prior to such purchase date, as set forth (ii) accrued and unpaid interest up to but not including such purchase date and (iii) the amount specified for such date on Appendix A.Schedule A. Any purchase of the Note in full described in this Section 21(a) shall constitute the full and final satisfaction of all monetary obligations due and owing to the Note Purchaser with respect to the Note. (b) Subject In connection with a purchase pursuant to Section 21(a), each party hereto, including the Note Purchaser and Chase USA, hereby agrees to execute and deliver such purchase agreements, assignments, consents (including consents to amendments to the terms Basic Documents), or certificates as Target may reasonably deem necessary or appropriate, in form and conditions hereofsubstance reasonably satisfactory to each such party, including each of the Note Purchaser and Chase USA, in connection with the purchase of the Note contemplated in clause (a) above, the Requisite Holders may agree from time to time in their sole and absolute discretion to purchase one or more additional tranches cancellation of notes from the Note, the termination of the Issuer under and the provisions termination of this Agreement pursuant to a supplement (a “Supplement”). Each additional series of notes (the “Supplemental Notes”) issued pursuant to a Supplement shall be subject to the following terms and conditions: (i) each series of Supplemental Notes, when so issued, shall be differentiated from all previous series by sequential alphabetical designation inscribed thereon; (ii) each series of Supplemental Notes shall be dated the date of issue, bear interest at such rate or rates, be subject to mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants and other terms as shall be specified in the Supplement under which such Supplemental Notes are issued and upon execution of any such Supplement, this Agreement shall be deemed amended to reflect such additional covenants and terms without further action on the part of the holders of the Notes outstanding under this AgreementTarget Credit Card Master Trust; provided, that neither the Note Purchaser nor Chase USA shall have any such additional covenants or terms shall inure to the benefit of all holders of Notes so long as any Supplemental Notes issued pursuant to such Supplement remain outstanding, except for any covenant or term relating to the interest rate, original issue discount, premium, call protection or any fee paid with respect to such Supplemental Notes (the “Supplemental Economic Terms”), it being understood that any Supplemental Economic Terms shall inure to the benefit of only the Holders of the applicable series of Supplemental Notes; (iii) each series of Supplemental Notes shall mature no earlier than the Maturity Date; (iv) each series of Supplemental Notes issued obligation under this Agreement shall be in substantially Section 21(b) after the form of Exhibit J hereto with such variations, omissions and insertions as are necessary or permitted hereunder; (v) no Holder shall be required to purchase Supplemental Notes without such Holder’s consent; and (vi) no obligation or commitment to purchase Supplemental Notes is intended or evidenced hereby. If the Requisite Holders agree to purchase a series of Supplemental Notes, each Holder may purchase such Supplemental Notes in proportion to such Holder’s Pro Rata Share; provided that in the event that less than all the Holders elect to purchase such Supplemental Notes, the Supplemental Notes shall be allocated on a pro rata basis among the Holders electing to purchase such Supplemental Notes until all Supplemental Notes have been allocatedPurchase Date.

Note Purchase. In the event of a Loan Default or a default by Seller under the Lot Contract or the Xxxxxx Mortgage, Xxxxxx shall also have the right, but not the obligation, to purchase from Lender the Note (the "Note Purchase Election"), together with any and all liens and security interests securing the Note, including, without limitation, the liens and security interests created by the Mortgage, by so notifying Lender in writing within thirty (30) days after the expiration of the Cure Period. The closing of the purchase of the Note by Xxxxxx shall occur at the offices of Lender in , at a time designated by Lender on the tenth (10th) business day after Lender's receipt of the Note Purchase Election. At such closing, (a) Subject Xxxxxx shall deliver to the terms and conditions hereof, on the Closing Date Issuer shall issue to Holders, and each Holder shall purchase from Issuer (so long as all conditions precedent required hereby shall have then been satisfied Lender cash or waived), a Tranche A Note immediately available funds in an aggregate principal amount equal to all principal and unpaid accrued interest owed to Lender at such Holder’s Tranche A Commitmenttime under the Note plus the amount of any Protective Advances that have not been added to the principal balance of the Note, as set forth on Appendix A. and (b) Subject Lender shall deliver to Xxxxxx an assignment of the Note and Mortgage lien and all other security, together with the original of the Note, duly endorsed by Lender, which assignment and endorsement shall be without recourse or warranty of any kind, other than a warranty that Lender is the owner and holder of the Note and a warranty as to the terms outstanding principal balance and conditions hereofunpaid accrued interest on the Note, the Requisite Holders may agree from time to time in their sole and absolute discretion to purchase one or more additional tranches of notes from the Issuer under the provisions of this Agreement pursuant to a supplement (a “Supplement”). Each additional series of notes (the “Supplemental Notes”) issued pursuant to a Supplement shall be subject in form and substance reasonably acceptable to Lender and Xxxxxx and their respective counsel. Lender shall also deliver originals of all Loan Documents (to the following terms extent in Lender's possession or reasonably available) and conditions: (i) each series copies of Supplemental Notes, when so issued, shall be differentiated from all previous series by sequential alphabetical designation inscribed thereon; (ii) each series of Supplemental Notes shall be dated the date of issue, bear interest at such rate or rates, be subject to mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants correspondence and other terms as shall be specified materials in the Supplement under which such Supplemental Notes are issued and upon execution of any such Supplement, this Agreement shall be deemed amended to reflect such additional covenants and terms without further action on the part of the holders of the Notes outstanding under this Agreement; provided, that any such additional covenants or terms shall inure to the benefit of all holders of Notes so long as any Supplemental Notes issued pursuant to such Supplement remain outstanding, except for any covenant or term its possession relating to the interest rateLoan. Upon request by Xxxxxx following a Loan Default, original issue discount, premium, call protection or any fee paid with respect to such Supplemental Notes (the “Supplemental Economic Terms”), it being understood that any Supplemental Economic Terms Lender shall inure to the benefit of only the Holders inform Xxxxxx of the applicable series amounts which are payable under clause (a) above as of Supplemental Notes; (iii) each series such date and shall provide copies of Supplemental Notes shall mature no earlier than the Maturity Date; (iv) each series of Supplemental Notes issued under this Agreement shall be in substantially the form of Exhibit J hereto with such variations, omissions and insertions as are necessary or permitted hereunder; (v) no Holder shall be required all Loan Documents to purchase Supplemental Notes without such Holder’s consent; and (vi) no obligation or commitment to purchase Supplemental Notes is intended or evidenced hereby. If the Requisite Holders agree to purchase a series of Supplemental Notes, each Holder may purchase such Supplemental Notes in proportion to such Holder’s Pro Rata Share; provided that in the event that less than all the Holders elect to purchase such Supplemental Notes, the Supplemental Notes shall be allocated on a pro rata basis among the Holders electing to purchase such Supplemental Notes until all Supplemental Notes have been allocatedXxxxxx.

Note Purchase. (a) Subject to the terms and conditions hereof, on the Closing Date Issuer shall issue to Holders, and each Holder shall purchase from Issuer (so long as all conditions precedent required hereby shall have then been satisfied or waived), a Tranche A Note in an aggregate principal amount equal to such Holder’s Tranche A CommitmentPro Rata Share of up to $5,000,000, or a lesser amount as set forth on Appendix A.elected by the Issuer. (b) Subject to the terms and conditions hereof, after the Requisite Closing Date, the Holders (i) if the aggregate principal amount of all Tranche A Notes issued on or after the Closing Date is less than $5,000,000, shall, and (ii) if the aggregate principal amount of all Tranche A Notes issued on or after the Closing Date is greater than or equal to $5,000,000, may, in their sole discretion, agree to purchase additional Tranche A Notes from the Issuer (in each case, so long as all conditions set forth in Section 3.2 shall have been satisfied) in accordance with their respective Pro Rata Shares from time to time, provided that the aggregate amount of all Initial Tranche A Notes and Additional Tranche A Notes purchased by any Holder shall not exceed the Tranche A Commitment of that Holder. The aggregate amount of all such Additional Tranche A Notes in any Note Purchase must be greater than or equal to $1,000,000 or any higher integral multiple of $100,000 or must equal the amount of the remaining aggregate Tranche A Commitments. (c) Subject to the terms and conditions hereof, the Holders may agree from time to time in their sole and absolute discretion to purchase one or more additional tranches of notes from the Issuer under the provisions of this Agreement pursuant to a supplement (a “Supplement”). ) substantially in the form of Exhibit M. Each additional series of notes (the “Supplemental Notes”) issued pursuant to a Supplement shall be subject to the following terms and conditions: (i) each series of Supplemental Notes, when so issued, shall be differentiated from all previous series by sequential alphabetical designation inscribed thereon; (ii) each series of Supplemental Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such dates, be subject to mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants and other terms as shall be specified in the Supplement under which such Supplemental Notes are issued and upon execution of any such Supplement, this Agreement shall be deemed amended to reflect such additional covenants and terms without further action on the part of the holders of the Notes outstanding under this Agreement; provided, that any such additional covenants or terms shall inure to the benefit of all holders of Notes so long as any Supplemental Notes issued pursuant to such Supplement remain outstanding, except for any covenant or term relating to the interest rate, original issue discount, premium, call protection or any fee paid with respect to such Supplemental Notes (the “Supplemental Economic Terms”), it being understood that any Supplemental Economic Terms shall inure to the benefit of only the Holders of the applicable series of Supplemental Notes; (iii) each series of Supplemental Notes shall mature no earlier than the Maturity Date; (iv) each series of Supplemental Notes issued under this Agreement shall be in substantially the form of Exhibit J hereto 1 to Exhibit M hereunder with such variations, omissions and insertions as are necessary or permitted hereunder; (v) no Holder shall be required to purchase Supplemental Notes without such Holder’s consent; and (viiv) no obligation or commitment to purchase Supplemental Notes is intended or evidenced hereby. If the Requisite Holders agree to purchase a series of Supplemental Notes, each Holder may purchase such Supplemental Notes in proportion to such Holder’s Pro Rata Share; provided that in the event that less than all the Holders elect to purchase such Supplemental Notes, the Supplemental Notes shall be allocated on a pro rata basis among the Holders electing to purchase such Supplemental Notes until all Supplemental Notes have been allocated.

Note Purchase. (a) Subject to the terms and conditions hereof, on the Closing Initial Funding Date Issuer shall issue to the Holders, and each Holder shall purchase from Issuer (so long as all conditions precedent required hereby set forth in Sections 3.1 and 3.2 shall have then been satisfied or waived), a Senior Secured Tranche A Note in an aggregate principal amount equal to such Holder’s Tranche A Commitment, as set forth on Appendix A.Pro Rata Share of $25,000,000. (b) Subject to the terms and conditions hereof, after the Initial Funding Date, the Holders shall purchase Additional Senior Secured Tranche A Notes from the Issuer (in each case, so long as all conditions applicable to the purchase of any Additional Senior Secured Tranche A Notes set forth in Section 3.2, shall have been satisfied) in accordance with their respective Pro Rata Shares from time to time; provided that the aggregate amount of all Initial Senior Secured Tranche A Notes and Additional Senior Secured Tranche A Notes purchased by any Holder shall not exceed the Senior Secured Commitment of that Holder. The amount of Additional Senior Secured Tranche A Notes issued pursuant to any individual Note Purchase Notice must be equal to $25,000,000. (c) Subject to the terms and conditions hereof, the Requisite Holders may agree from time to time in their sole and absolute discretion to purchase one or more additional tranches of notes from the Issuer under the provisions of this Agreement pursuant to a supplement (a “Supplement”). Each additional series of notes (the “Supplemental Notes”) issued pursuant to a Supplement shall be subject to the following terms and conditions: (i) each series of Supplemental Notes, when so issued, shall be differentiated from all previous series by sequential alphabetical designation inscribed thereon; (ii) each series of Supplemental Notes shall be dated the date of issue, bear interest at such rate or rates, be subject to mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants and other terms as shall be specified in the Supplement under which such Supplemental Notes are issued and upon execution of any such Supplement, this Agreement shall be deemed amended to reflect such additional covenants and terms without further action on the part of the holders of the Notes outstanding under this Agreement; provided, that any such additional covenants or terms shall inure to the benefit of all holders of Notes so long as any Supplemental Notes issued pursuant to such Supplement remain outstanding, except for any covenant or term relating to the interest rate, original issue discount, premium, call protection or any fee paid with respect to such Supplemental Notes (the “Supplemental Economic Terms”), it being understood that any Supplemental Economic Terms shall inure to the benefit of only the Holders of the applicable series of Supplemental Notes; (iii) each series of Supplemental Notes shall mature no earlier than the Maturity Date; (iv) each series of Supplemental Notes issued under this Agreement shall be in substantially the form of Exhibit J hereto with such variations, omissions and insertions as are necessary or permitted hereunder; (v) no Holder shall be required to purchase Supplemental Notes without such Holder’s consent; and (vi) no obligation or commitment to purchase Supplemental Notes is intended or evidenced hereby. If the Requisite Holders agree to purchase a series of Supplemental Notes, each Holder may purchase such Supplemental Notes in proportion to such Holder’s Pro Rata Share; provided that in the event that less than all the Holders elect to purchase such Supplemental Notes, the Supplemental Notes shall be allocated on a pro rata basis among the Holders electing to purchase such Supplemental Notes until all Supplemental Notes have been allocated.