Common use of Note Purchases Clause in Contracts

Note Purchases. (a) Subject to fulfillment of the conditions precedent set forth in Sections 6.01 and 6.02 hereof, and provided that no Default or Event of Default shall have occurred and be continuing hereunder, each Purchaser severally agrees, from and including the Effective Date to and including the day before the Termination Date (the "Note Purchase Period"), to provide financing to the -------------------- Note Issuer which is secured as provided herein by Eligible Mortgage Loans and the other Collateral in an aggregate principal amount at any one time outstanding not to exceed such Purchaser's Commitment Percentage of the lesser of (i) the Commitment Amount at such time and (ii) the Borrowing Base at such time, unless otherwise agreed upon by such Purchaser and the Note Issuer. All such financing provided by a Purchaser shall initially be evidenced by a single note in the form set forth in Exhibit A (each a "Note") to be delivered to it as --------- ---- provided in Section 6.01, in the case of UBS Warburg as the sole initial Purchaser hereunder, or in connection with its first becoming a Purchaser hereunder, in any other case, but the foregoing is without prejudice to the rights of any Noteholder to subdivide a Note as contemplated in Section 3.01(b). References in this Note Purchase Agreement and any other Note Document to a "Note Purchase" by a Purchaser on any day mean its extension on that day of an amount of financing to the Note Issuer pursuant to the financing commitment stated in this Section 3.01(a). Similarly, references to the purchase price of any Note or Notes to be purchased on any day by a Purchaser, and to the principal amount of the Note or Notes, are to the principal amount of such financing, regardless of whether the Note Issuer's related obligations hereunder have yet been recorded on the relevant Note certificate as contemplated in Section 3.01(b) or in the Note Register as contemplated in Section 3.03. The obligations of the Purchasers to make Note Purchases hereunder are several and not joint, and none of the Purchasers shall have any liability to the Note Issuer or any other Person for the failure by any other Purchaser to perform its obligations hereunder. (b) Subject to the terms and conditions of this Note Purchase Agreement, during the Note Purchase Period the Note Issuer may request Note Purchases, repay the principal amounts of the Notes in whole or in part as provided herein and again request Note Purchases hereunder; provided that, -------- notwithstanding the foregoing, none of the Purchasers shall have any obligation to purchase Notes from the Note Issuer in excess of such Purchaser's Commitment Percentage of the then current Commitment Amount and, in the event the obligation of the Purchasers to purchase Notes from the Note Issuer is terminated as permitted hereunder, the Purchasers shall have no further obligation to make further purchases of Notes hereunder. Each time there is a determination of the Eurodollar Rate by the Agent on any day, the following shall be required as if that day were a Note Purchase Date: (x) the conditions precedent in Section 6.02 hereto shall be satisfied and (y) the condition that no Default or Event of Default shall have occurred and be continuing hereunder shall be satisfied. (c) In no event shall any Purchaser be required to purchase any Note when any Default or Event of Default has occurred and is continuing.

Note Purchases. (a) Subject to fulfillment of the conditions precedent set forth in Sections 6.01 and 6.02 hereof, and provided that no Default or Event of Default shall have occurred and be continuing hereunder, each Purchaser severally agreesagrees (subject to the further provisions of Section 3.01(a) hereof), from and including the Effective Date to and including the day before the Termination Date (the "“Note Purchase Period"”), to provide financing to the -------------------- Note Issuer which is secured as provided herein by Eligible Mortgage Loans and the other Collateral in an aggregate principal amount at any one time outstanding not to exceed such Purchaser's ’s Commitment Percentage of the lesser of (i) the Commitment Amount at such time and (ii) the Borrowing Base at such time, unless otherwise agreed upon by such Purchaser and the Note Issuer. All such financing provided by a Purchaser shall initially be evidenced by a single note in the form set forth in Exhibit A (each a "“Note"”) to be delivered to it as --------- ---- provided in Section 6.01, in the case of UBS Warburg as the sole initial Purchaser hereunder, or in connection with its first becoming a Purchaser hereunder, in any other case, but the foregoing is without prejudice to the rights of any Noteholder to subdivide a Note as contemplated in Section 3.01(b). References in this Note Purchase Agreement and any other Note Document to a "“Note Purchase" ” by a Purchaser on any day mean its extension on that day of an amount of financing to the Note Issuer pursuant to the financing commitment stated in this Section 3.01(a). Similarly, references to the purchase price of any Note or Notes to be purchased on any day by a Purchaser, and to the principal amount of the Note or Notes, are to the principal amount of such financing, regardless of whether the Note Issuer's ’s related obligations hereunder have yet been recorded on the relevant Note certificate as contemplated in Section 3.01(b) or in the Note Register as contemplated in Section 3.03. The obligations of the Purchasers to make Note Purchases hereunder are several and not joint, and none of the Purchasers shall have any liability to the Note Issuer or any other Person for the failure by any other Purchaser to perform its obligations hereunder. (b) Subject to the terms and conditions of this Note Purchase Agreement, during the Note Purchase Period the Note Issuer may request Note Purchases, repay the principal amounts of the Notes in whole or in part as provided herein and again request Note Purchases hereunder; provided that, -------- notwithstanding the foregoing, none of the Purchasers shall have any obligation to purchase Notes from the Note Issuer in excess of such Purchaser's ’s Commitment Percentage of the then current Commitment Amount and, in the event the obligation of the Purchasers to purchase Notes from the Note Issuer is terminated as permitted hereunder, the Purchasers shall have no further obligation to make further purchases of Notes hereunder. Each time there is a determination of the Eurodollar Rate by the Agent on any day, the following shall be required as if that day were a Note Purchase Date: (x) the conditions precedent in Section 6.02 hereto shall be satisfied and (y) the condition that no Default or Event of Default shall have occurred and be continuing hereunder shall be satisfied. (c) In no event shall any Purchaser be required to purchase any Note when any Default or Event of Default has occurred and is continuing.