Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith. Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 121 contracts
Samples: Indenture (Toyota Auto Receivables 2024-D Owner Trust), Toyota Auto Finance Receivables LLC, Toyota Auto Receivables 2024-C Owner Trust
Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide protected purchaser, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class. In connection with the issuance of any new Note under this SectionSection 2.05, the Issuer may require payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide protected purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith. Every replacement Note issued pursuant to this Section 2.05 in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section 2.05 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 39 contracts
Samples: Nissan Auto Receivables 2024-a Owner Trust, Nissan Auto Receivables 2024-a Owner Trust, Indenture (Nissan Auto Receivables 2019-C Owner Trust)
Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaserRegistrar, the Issuer shall execute, execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for therefor, a new Note of the same tenor and denomination, registered in the same manner, dated the date of its authentication and bearing a number not contemporaneously outstanding. If there shall be delivered to the Issuer, the Indenture Trustee and the Note Registrar (i) evidence to their satisfaction of the destruction (including mutilation tantamount to destruction), loss or theft of any Note and the ownership thereof and (ii) such security or indemnity as may be reasonably required by them to hold each of them, and any agent of any of them harmless, then, in the absence of notice received by the Issuer or a Trust Officer that such Note has been acquired by a Protected Purchaser, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note of the same Classtenor and denomination registered in the same manner, dated the date of its authentication and bearing a number not contemporaneously outstanding. In connection with Upon the issuance of any new Note under this SectionSection 2.05, the Issuer Indenture Trustee and the Note Registrar may require the payment by the Holder of such Note of a sum an amount sufficient to cover pay or discharge any tax or other governmental charge that may be imposed in relation thereto. Ifthereto and any other reasonable expenses, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewithbut no service charge. Every replacement new Note issued pursuant to this Section 2.05 in replacement lieu of any destroyed, mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyonethe Holder thereof, and such new Note shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section 2.05 are exclusive and shall preclude (to the extent lawfulpermitted by applicable law) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 16 contracts
Samples: Master Transaction Agreement (Emergent Capital, Inc.), Master Transaction Agreement (Emergent Capital, Inc.), Master Transaction Agreement (Emergent Capital, Inc.)
Mutilated, Destroyed, Lost or Stolen Notes. If (i) any a mutilated Note is surrendered to the Indenture Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the New York Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. Such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Trustee, or the Indenture Trustee receives evidence to its satisfaction Paying Agent, the Registrar and any co-registrar from any loss which any of the destructionthem may suffer if a Note is replaced, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, thenand, in the absence of notice to the IssuerCompany, the Note Registrar Guarantor or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer Company shall execute, execute and upon its request Company Order the Indenture Trustee shall authenticate and delivermake available for delivery, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, a replacement Note of the same Classpay such Note. In connection with Upon the issuance of any new Note under this SectionSection 2.07, the Issuer Company may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. If, after thereto and any other expenses (including the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser fees and expenses of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such paymentTrustee) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith. Every replacement new Note issued pursuant to this Section 2.07 in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerCompany, the Guarantor (if applicable) and any other obligor upon the Notes, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 14 contracts
Samples: Pooling Agreement (Bungeltd), Pooling Agreement (Bungeltd), Pooling Agreement (Bunge Limited Finance Corp)
Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Trustee Note Registrar such security or indemnity as may be required by it the Note Registrar to hold save each of the Issuer Trust, the Owner Trustee, the Note Insurer and the Indenture Trustee Note Registrar harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer Owner Trustee on behalf of the Trust, acting at the direction of the Certificateholders, shall execute, execute and upon its request delivery of a Trust Request the Indenture Trustee Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of tenor and aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee Note Registrar, shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any Person person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by the Issuer Trust, the Owner Trustee, the Note Insurer or the Indenture Trustee Note Registrar in connection therewith. If any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of issuing a new Note, the Trust may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any new Note under this Section 2.07, the Note Registrar, may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trust, the Indenture Trustee or the Note Registrar) connected therewith. Every replacement new Note issued pursuant to this Section 2.07 in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerTrust, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 11 contracts
Samples: Indenture (American Business Financial Services Inc /De/), Indenture (Prudential Securities Secured Financing Corp), Indenture (Prudential Securities Secured Financing Corp)
Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Trustee Note Registrar such security or indemnity as may be required by it the Note Registrar to hold save each of the Issuer Issuer, the Note Insurer and the Indenture Trustee Note Registrar harmless, then, in the absence of notice to the Issuer, Issuer or the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Owner Trustee on behalf of the Issuer shall execute, execute and upon its request the Indenture Trustee Note Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of tenor and aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee Note Registrar shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any Person person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by the Issuer or the Indenture Trustee Note Registrar in connection therewith. If any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of issuing a new Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any new Note under this Section, the Issuer or the Note Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee or the Note Registrar) connected therewith. Every replacement new Note issued pursuant to this Section in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 10 contracts
Samples: Indenture (Wachovia Mortgage Loan Trust, LLC), Indenture (Wachovia Mortgage Loan Trust, LLC), Wachovia Asset Funding Trust, LLC
Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Trustee Note Registrar such security or indemnity as may be required by it the Note Registrar to hold save each of the Issuer Trust, the Owner Trustee, the Note Insurer and the Indenture Trustee Note Registrar harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer Owner Trustee on behalf of the Trust, acting at the direction of the Certificateholders, shall execute, execute and upon its request delivery of a Trust Request the Indenture Trustee Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of tenor and aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee note Registrar, shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any Person person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by the Issuer Trust, the Owner Trustee, the Note Insurer or the Indenture Trustee Note Registrar in connection therewith. If any such mutilated, destroyed, lost, or stolen Note shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of issuing a new Note, the Trust may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any new Note under this Section 2.07, the Note Registrar, may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trust, the Indenture Trustee or the Note Registrar) connected therewith. Every replacement new Note issued pursuant to this Section 2.07 in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerTrust, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 9 contracts
Samples: Indenture (Accredited Home Lenders Inc Mortgage Loan Trust 2004-1), Indenture (Accredited Mortgage Loan Trust 2003-2), Indenture (Accredited Mortgage Loan Trust 2004-2)
Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Trustee Note Registrar such security or indemnity as may be required by it the Note Registrar to hold save each of the Issuer Issuing Entity, the Owner Trustee and the Indenture Trustee Note Registrar harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer Owner Trustee on behalf of the Issuing Entity, acting at the direction of the Certificateholders, shall execute, execute and upon its request delivery of a Trust Request the Indenture Trustee Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of tenor and aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee note Registrar, shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any Person person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by the Issuer Issuing Entity, the Owner Trustee or the Indenture Trustee Note Registrar in connection therewith. If any such mutilated, destroyed, lost, or stolen Note shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of issuing a new Note, the Issuing Entity may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any new Note under this Section 2.07, the Note Registrar, may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Issuing Entity, the Indenture Trustee or the Note Registrar) connected therewith. Every replacement new Note issued pursuant to this Section 2.07 in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerIssuing Entity, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 7 contracts
Samples: Indenture (Accredited Mortgage Loan REIT Trust), Indenture (NovaStar Certificates Financing LLC), Indenture (Accredited Mortgage Loan REIT Trust)
Mutilated, Destroyed, Lost or Stolen Notes. If (i) any a mutilated Note is surrendered to the Indenture TrusteeRegistrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Indenture Issuer shall issue and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and shall authenticate a replacement Note if such Holder (iia) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold satisfies the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been lost, destroyed or wrongfully taken within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar has not registered a transfer prior to receiving such notification, (b) makes such request to the Issuer and the Trustee prior to the Note being acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, protected purchaser as defined in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note Section 8-303 of the same Class. In connection with Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the issuance of any new Note under this SectionTrustee or the Issuer; provided, the Issuer may require payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. Ifhowever, if after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide protected purchaser of the original Note in lieu of for which such replacement Note was issued presents for payment or registration such original replaced Note, the Trustee and/or the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was issued and delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a bona fide protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith. Every replacement Such Holder shall furnish an indemnity bond sufficient in the judgment of the (i) Trustee to protect the Trustee and (ii) the Issuer to protect the Issuer, the Trustee, the Paying Agent and the Registrar, from any loss which any of them may suffer if a Note is replaced, and, in the absence of notice to the Issuer, any Guarantor or the Trustee that such Note has been acquired by a protected purchaser, the Issuer shall execute, and upon receipt of an Issuer Order, the Trustee shall authenticate and make available for delivery, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 2.11, the Issuer may require that such Holder pay a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of counsel and of the Trustee) in connection therewith. Subject to the proviso in the initial paragraph of this Section 2.11, every new Note issued pursuant to this Section 2.11, in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, any Guarantor (if applicable) and any other obligor upon the Notes, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section 2.11 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 5 contracts
Samples: Surgery Center (Surgery Partners, Inc.), Indenture (Surgery Partners, Inc.), Indenture (Surgery Partners, Inc.)
Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Trustee Note Registrar such security or indemnity as may be required by it the Note Registrar to hold save each of the Issuer Trust, the Owner Trustee and the Indenture Trustee Note Registrar harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer Owner Trustee on behalf of the Trust, acting at the direction of the Certificateholders, shall execute, execute and upon its request delivery of a Trust Request the Indenture Trustee Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of tenor and aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee note Registrar, shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any Person person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by the Issuer Trust, the Owner Trustee or the Indenture Trustee Note Registrar in connection therewith. If any such mutilated, destroyed, lost, or stolen Note shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of issuing a new Note, the Trust may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any new Note under this Section 2.07, the Note Registrar, may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trust, the Indenture Trustee or the Note Registrar) connected therewith. Every replacement new Note issued pursuant to this Section 2.07 in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerTrust, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 4 contracts
Samples: Indenture (Accredited Mortgage Loan Trust 2004-3), Indenture (Accredited Mortgage Loan Trust 2005-1), Indenture (Accredited Mortgage Loan Trust 2005-2)
Mutilated, Destroyed, Lost or Stolen Notes. (a) If (i) any mutilated Note is surrendered to the Indenture Trustee, Trustee or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee and the Note Insurer such security or indemnity as may be required by it the Indenture Trustee or the Note Insurer to hold each of the Issuer Owner Trustee, the Note Insurer and the Indenture Trustee harmless, then, in the absence of actual notice to the Issuer, the Note Registrar Owner Trustee or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer Owner Trustee shall execute, and upon its request the Indenture Trustee shall authenticate and deliverdeliver upon Issuer Order, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same tenor and Class. In connection with the issuance , and Original Principal Balance bearing a number not contemporaneously Outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Note shall have become subject to receipt of any payment in full, instead of issuing a new Note under this SectionNote, the Issuer Indenture Trustee may require make a payment by the Holder of with respect to such Note of a sum sufficient to cover without surrender thereof, except that any tax or other governmental charge that may mutilated Note shall be imposed in relation theretosurrendered. If, after the delivery of such replacement new Note or payment of with respect to a destroyed, lost or stolen NoteNote pursuant to the proviso to the preceding sentence, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment receipt of payments such original Note, the Issuer Owner Trustee and the Indenture Trustee shall be entitled to recover such replacement new Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement new Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and each of the Owner Trustee, the Indenture Trustee and the Note Insurer shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, damage or cost or expense incurred by the Issuer Owner Trustee or the Indenture Trustee or the Note Insurer in connection therewith. Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 4 contracts
Samples: Servicing Agreement (Capital One Auto Receivables LLC), Capital One Auto Receivables LLC, Capital One Auto Finance Trust 2002-A
Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to shall become mutilated, destroyed, lost or stolen, the Indenture TrusteeIssuer shall, or upon the Indenture Trustee receives evidence to its satisfaction written request of the Noteholder thereof and presentation of the Note or satisfactory evidence of destruction, loss or theft thereof to the Trustee or Registrar and a confirmation by the Registrar to the Trustee that such Noteholder (or Beneficial Holder of any Note, the Beneficial Interest therein) has executed and (ii) there is delivered to the Indenture Registrar a Confidentiality Agreement, issue, and the Trustee shall authenticate and the Trustee or Registrar shall deliver in exchange therefor or in replacement thereof, a new Note, payable to such Noteholder in the same principal amount, of the same maturity, with the same payment schedule, bearing the same interest rate and dated the date of its authentication. If the Note being replaced has become mutilated, such Note shall be surrendered to the Trustee or the Registrar and forwarded to the Issuer by the Trustee or such Registrar. If the Note being replaced has been destroyed, lost or stolen, the Noteholder thereof shall furnish to the Issuer, the Trustee and the Registrar (a) such security or indemnity as may be required by it to hold the Issuer Issuer, the Trustee and the Indenture Trustee harmless, then, in the absence Registrar to save each of notice them harmless (an unsecured indemnity from any QIB being satisfactory security or indemnity) and (b) evidence satisfactory to the Issuer, the Note Trustee and the Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class. In connection with the issuance of any new Note under this Sectiondestruction, the Issuer may require payment by the Holder loss or theft of such Note and of a sum sufficient the ownership thereof (an affidavit from any QIB being satisfactory evidence). The Noteholders will be required to cover pay any tax Tax or other governmental charge that may be imposed in relation thereto. If, after connection with such exchange or replacement and any other expenses (including the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser fees and expenses of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer Trustee and the Indenture Trustee shall be entitled to recover such replacement Note (or such paymentRegistrar) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection connected therewith. Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 4 contracts
Samples: Indenture (Supernus Pharmaceuticals Inc), Indenture (Insite Vision Inc), Indenture (PDL Biopharma, Inc.)
Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Trustee Note Registrar such security or indemnity as may be required by it the Note Registrar to hold each of the Issuer Issuer, the Note Insurer and the Indenture Trustee Note Registrar harmless, then, in the absence of notice to the Issuer, Issuer or the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, an Authorized Officer of the Issuer Owner Trustee shall execute, execute and upon its request the Indenture Trustee Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of tenor and aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee Note Registrar shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any Person person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by the Issuer, the Note Insurer or the Note Registrar in connection therewith. If any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of issuing a new Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any new Note under this Section, the Issuer or the Note Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee in connection Trustee, the Note Registrar and the Authenticating Agent) connected therewith. Every replacement new Note issued pursuant to this Section in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 3 contracts
Samples: Sub Servicing Agreement (Residential Asset Funding Corp), Indenture (Residential Asset Funding Corp), Residential Asset Funding Corp
Mutilated, Destroyed, Lost or Stolen Notes. If (ia) any mutilated Class A Note is shall be surrendered to the Indenture TrusteeNote Registrar, or if the Indenture Trustee receives Note Registrar shall receive evidence to its satisfaction of the destruction, loss loss, or theft of any Note, Class A Note and (iib) there is shall be delivered to the Note Registrar, the Class A Insurer, the Backup Insurer, the Issuer and the Indenture Trustee such security or indemnity (an unsecured indemnity agreement of a Class A Noteholder with a net worth at least equal to $200,000,000 containing terms reasonably satisfactory to the Indenture Trustee and the Controlling Party being sufficient for such security or indemnity requirement), as may be required by it them to hold save each of them and the Issuer and the Indenture Trustee harmless, then, then in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has shall have been acquired by a bona fide purchaser, the Owner Trustee on behalf of the Issuer shall execute, execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost lost, or stolen Class A Note, a replacement new Class A Note of the same Classlike tenor and denomination. In connection with the issuance of any new Class A Note under this Section, the Issuer Indenture Trustee and the Note Registrar may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith. Every replacement The Indenture Trustee may charge such Holder for its expenses (including without limitation the fees and expenses of its counsel) in replacing a Class A Note. Any duplicate Class A Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation conclusive evidence of the Issuerownership of such Class A Note, as if originally issued, whether or not the mutilatedlost, destroyedstolen, lost or stolen destroyed Class A Note shall be found at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notestime.
Appears in 3 contracts
Samples: Credit Acceptance Corporation, Credit Acceptance Corporation, Credit Acceptance Corporation
Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to shall become mutilated, destroyed, lost or stolen, the Indenture TrusteeIssuer shall issue, or upon the Indenture Trustee receives evidence to its satisfaction written request of the Noteholder thereof and presentation of the Note or satisfactory evidence of destruction, loss or theft of any Note, and (ii) there is delivered thereof to the Indenture Trustee or Note Registrar, and the Indenture Trustee shall authenticate and the Indenture Trustee or Note Registrar shall deliver in exchange therefor or in replacement thereof, a new Note of the same Series and Class (if applicable), payable to such Noteholder in the same principal amount, of the same maturity, with the same payment schedule, bearing the same interest rate and dated the date of its authentication. If the Note being replaced has become mutilated, such Note shall be surrendered to the Indenture Trustee or a Note Registrar and forwarded to the Issuer by the Indenture Trustee or such Note Registrar. If the Note being replaced has been destroyed, lost or stolen, the Noteholder thereof shall furnish to the Issuer, the Indenture Trustee or a Note Registrar (i) such security or indemnity as may be required by it them to hold save the Issuer and Issuer, the Indenture Trustee harmless, then, in the absence of notice and such Note Registrar harmless and (ii) evidence satisfactory to the Issuer, the Indenture Trustee and such Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class. In connection with the issuance of any new Note under this Sectiondestruction, the Issuer may require payment by the Holder loss or theft of such Note and of a sum sufficient the ownership thereof. The Noteholder will be required to cover pay any tax or other governmental charge that may be imposed in relation thereto. If, after connection with such exchange or replacement and any other expenses (including the delivery fees and expenses of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement and any Note (or such paymentRegistrar) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection connected therewith. Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 3 contracts
Samples: Master Indenture (Trinity Industries Inc), Master Indenture (Trinity Industries Inc), Master Indenture (Trinity Industries Inc)
Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Trustee Note Registrar such security or indemnity as may be required by it the Note Registrar to hold save each of the Issuer Trust, the Note Insurer and the Indenture Trustee Note Registrar harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer Owner Trustee on behalf of the Trust shall execute, execute and upon its request the Indenture Trustee Note Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of tenor and aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee Note Registrar, shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any Person person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by the Issuer Trust or the Indenture Trustee Note Registrar in connection therewith. If any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of issuing a new Note, the Trust may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any new Note under this Section 2.07, the Note Registrar, may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trust, the Indenture Trustee or the Note Registrar) connected therewith. Every replacement new Note issued pursuant to this Section 2.07 in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerTrust, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Subsequent Pledge Agreement (Prudential Securities Secured Financing Corp), Indenture, (Prudential Securities Secured Financing Corp)
Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Trustee Note Registrar such security or indemnity as may be required by it the Note Registrar to hold save each of the Issuer Issuer, the Owner Trustee and the Indenture Trustee Note Registrar harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer Owner Trustee on behalf of the Issuer, acting at the direction of the Certificateholders, shall execute, execute and upon its request delivery of a Trust Request the Indenture Trustee Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of tenor and aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee note Registrar, shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any Person person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by the Issuer Issuer, the Owner Trustee or the Indenture Trustee Note Registrar in connection therewith. If any such mutilated, destroyed, lost, or stolen Note shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of issuing a new Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any new Note under this Section 2.07, the Note Registrar, may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Issuer, the Indenture Trustee or the Note Registrar) connected therewith. Every replacement new Note issued pursuant to this Section 2.07 in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Indenture (Accredited Mortgage Loan Trust 2005-3), Indenture (Accredited Mortgage Loan Trust 2005-4)
Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture TrusteeNote Registrar, or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee Note Registrar such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee Note Registrar harmless, then, in the absence of notice to the Issuer, Issuer or the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, and provided that the requirements of Section 8-405 of the UCC are met, the Issuer shall execute, and upon its request an Issuer Order the Indenture Trustee Note Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class. In connection with the issuance ; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within 15 days shall be due and payable, or shall have been called for redemption, instead of any new Note under this Sectionissuing a replacement Note, the Issuer may require payment by pay such destroyed, lost or stolen Note when so due or payable or upon the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoRedemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee Note Registrar shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Note Registrar in connection therewith. Upon the issuance of any replacement Note under this Section, the Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee in connection and the Note Registrar) connected therewith. Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Indenture (SSB Vehicle Securities Inc SSB Auto Loan Trust 2002-1), Indenture (SSB Vehicle Securities Inc)
Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Trustee or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Trustee such security or indemnity as may be required by it the Trustee to hold save each of the Trustee and the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar Issuer or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, execute and upon its request direction the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance , tenor and aggregate initial principal amount bearing a number not contemporaneously outstanding; PROVIDED, HOWEVER, that if any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of any issuing a new Note under this SectionNote, the Issuer may require payment by the Holder of pay such Note of a sum sufficient to cover without surrender thereof, except that any tax or other governmental charge that may mutilated Note shall be imposed in relation theretosurrendered. If, after the delivery of such replacement new Note or payment of a destroyed, lost or stolen NoteNote pursuant to the proviso to the preceding sentence, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement new Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement new Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith. Every replacement Upon the issuance of any new Note under this Section, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) connected therewith. Except to the extent provided in the first paragraph of this Section 2.08, every new Note issued pursuant to this Section in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately proportionately, to the extent provided herein, with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Mid State Trust Vi, Mid State Trust Vi
Mutilated, Destroyed, Lost or Stolen Notes. If (ia) any mutilated Class A Note is shall be surrendered to the Indenture TrusteeNote Registrar, or if the Indenture Trustee receives Note Registrar shall receive evidence to its satisfaction of the destruction, loss loss, or theft of any Note, Class A Note and (iib) there is shall be delivered to the Note Registrar, the Class A Insurer, the Issuer and the Indenture Trustee such security or indemnity (an unsecured indemnity agreement of a Class A Noteholder with a net worth at least equal to $200,000,000 containing terms reasonably satisfactory to the Indenture Trustee and the Class A Insurer being sufficient for such security or indemnity requirement), as may be required by it them to hold save each of them and the Issuer and the Indenture Trustee harmless, then, then in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has shall have been acquired by a bona fide purchaser, the Owner Trustee on behalf of the Issuer shall execute, execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost lost, or stolen Class A Note, a replacement new Class A Note of the same Classlike tenor and denomination. In connection with the issuance of any new Class A Note under this Section, the Issuer Indenture Trustee and the Note Registrar may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith. Every replacement The Indenture Trustee may charge such Holder for its expenses (including without limitation the fees and expenses of its counsel) in replacing a Class A Note. Any duplicate Class A Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation conclusive evidence of the Issuerownership of such Class A Note, as if originally issued, whether or not the mutilatedlost, destroyedstolen, lost or stolen destroyed Class A Note shall be found at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notestime.
Appears in 2 contracts
Samples: Credit Acceptance Corporation, Credit Acceptance Corporation
Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture TrusteeNote Registrar, or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Note Registrar, the Note Insurer, the Trustee and the Issuer such security or indemnity as may be required by it them to hold save each of them harmless (the Issuer and the Indenture Trustee harmlessgeneral obligation of an institutional investor that is investment grade rated being sufficient indemnity), then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note of the same Classlike tenor and denomination or ownership interest, as applicable. In connection with the issuance of any new Note under this Section, the Issuer or the Trustee may require the payment by the Holder of such Note Noteholder thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. If, after the delivery of such replacement Note or payment of with respect to a destroyed, lost or stolen Note, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of any such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the 51 57 extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith. Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Indenture and Servicing Agreement (MCM Capital Group Inc), Indenture and Servicing Agreement (MCM Capital Group Inc)
Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it the Trustee to indemnify and hold the Issuer and the Indenture Trustee harmlessharmless (which in the case of any Holder that is, or is a subsidiary of, a bank or other institutional buyer with a net worth of at least $50,000,000, and whose claims paying ability or long-term debt is rated at least investment grade or better by a Rating Agency, need only be such bank's or institutional buyer's unsecured written promise of indemnity), then, in the absence of notice to the Issuer, Issuer or the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note of the same Classtenor and principal amount, bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable the Issuer in its discretion may, instead of issuing a new Note, pay such Note. In connection with Upon the issuance of any new Note under this Section, the Issuer or the Trustee may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall but no service charge may be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee imposed in connection therewith. Every replacement new Note issued pursuant to this Section in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Indenture (Iconix Brand Group, Inc.), Iconix Brand Group, Inc.
Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide protected purchaser, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class. In connection with the issuance of any new Note under this SectionSection 2.05, the Issuer may require payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide protected purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith. Every replacement Note issued pursuant to this Section 2.05 in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. (Nissan 2011-A Indenture) The provisions of this Section 2.05 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Indenture (Nissan Auto Receivables 2011-a Owner Trust), Indenture (Nissan Auto Receivables 2011-a Owner Trust)
Mutilated, Destroyed, Lost or Stolen Notes. (a) If (i) any mutilated Note is surrendered to the Indenture Trustee, Trustee or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee and the Note Insurer such security or indemnity as may be required by it the Indenture Trustee or the Note Insurer to hold each of the Issuer Issuer, the Note Insurer and the Indenture Trustee harmless, then, in the absence of actual notice to the Issuer, the Note Registrar Issuer or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliverdeliver upon Issuer Order, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same tenor and Class. In connection with the issuance , and Original Principal Balance bearing a number not contemporaneously Outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Note shall have become subject to receipt of any payment in full, instead of issuing a new Note under this SectionNote, the Issuer Indenture Trustee may require make a payment by the Holder of with respect to such Note of a sum sufficient to cover without surrender thereof, except that any tax or other governmental charge that may mutilated Note shall be imposed in relation theretosurrendered. If, after the delivery of such replacement new Note or payment of with 48 2003-A Indenture respect to a destroyed, lost or stolen NoteNote pursuant to the proviso to the preceding sentence, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment receipt of payments such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement new Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement new Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and each of the Issuer, the Indenture Trustee and the Note Insurer shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, damage or cost or expense incurred by the Issuer or Issuer, the Indenture Trustee or the Note Insurer in connection therewith. Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 1 contract
Samples: Capital One Auto Receivables LLC
Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture TrusteeCollateral Agent, or the Indenture Trustee Collateral Agent receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee Collateral Agent such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmlessCollateral Agent, then, in the absence of notice to the Issuer, the Note Registrar Issuer or the Indenture Trustee Collateral Agent that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, execute and upon its request the Indenture Trustee Collateral Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note Note; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven days shall be due and payable, or shall have been called for redemption, instead of the same Class. In connection with the issuance of any new Note under this Sectionissuing a replacement Note, the Issuer may require payment by pay such destroyed, lost or stolen Note when so due or payable or upon the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoRedemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen NoteNote pursuant to the proviso to the preceding sentence, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer Issuer, and the Indenture Trustee Collateral Agent shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee Collateral Agent in connection therewith. Every Upon the issuance of any replacement Note issued pursuant under this Section, the Issuer or the Collateral Agent may require the payment by the Holder of such Note of a sum sufficient to this Section cover any tax or other governmental charge that may be imposed in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notesrelation thereto.
Appears in 1 contract
Samples: Trust Agreement (LTV Corp)
Mutilated, Destroyed, Lost or Stolen Notes. (a) If (i) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee Note Registrar such security or indemnity as may be required by it the Note Registrar to hold save each of the Issuer Trust, the Owner Trustee, the Note Insurer and the Indenture Trustee Note Registrar harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer Owner Trustee on behalf of the Trust, acting at the direction of the Certificateholders, shall execute, execute and upon its request delivery of a Trust Request the Indenture Trustee Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of tenor and aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee Note Registrar, shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any Person person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by the Issuer Trust, the Owner Trustee, the Note Insurer or the Indenture Trustee Note Registrar in connection therewith. Every replacement Note issued pursuant to this Section in replacement of If any such mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of issuing a new Note, the IssuerTrust may pay such Note without surrender thereof, whether or not the mutilated, destroyed, lost or stolen except that any mutilated Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notessurrendered.
Appears in 1 contract
Samples: Indenture (American Business Financial Services Inc /De/)
Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture TrusteeNote Registrar, or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Note Registrar, the Note Insurer and the Trustee such security or indemnity as may be required by it them to hold save each of them harmless (the Issuer and the Indenture Trustee harmlessgeneral obligation of an institutional investor that is investment grade rated being sufficient indemnity), then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note of the same Classlike tenor and denomination or ownership interest, as applicable. In connection with the issuance of any new Note under this Section, the Issuer or the Trustee may require the payment by the Holder of such Note Noteholder thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. If, after the delivery of such replacement Note or payment of with respect to a destroyed, lost or stolen Note, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of any such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith. Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 1 contract
Samples: Indenture and Servicing Agreement (Creditrust Corp)
Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Trustee Note Registrar such security or indemnity as may be required by it the Note Registrar to hold save each of the Issuer Trust, the Note Insurer and the Indenture Trustee Note Registrar harmless, then, in the absence of notice to the Issuer, Trust or the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer Owner Trustee on behalf of the Trust shall execute, execute and upon its request the Indenture Trustee Note Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of tenor and aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment such original Note, the Issuer Trust and the Indenture Trustee Note Registrar shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any Person person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by the Issuer Trust or the Indenture Trustee Note Registrar in connection therewith. If any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of issuing a new Note, the Trust may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any new Note under this Section 2.07, the Trust or the Note Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trust, the Indenture Trustee or the Note Registrar) connected therewith. Every replacement new Note issued pursuant to this Section 2.07 in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerTrust, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 1 contract
Samples: Indenture (Prudential Securities Secured Financing Corp)
Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture TrusteeNote Registrar, or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Note Registrar, the Trustee and the Issuer such security or indemnity as may be required by it them to hold save each of them harmless (the Issuer and the Indenture Trustee harmlessgeneral obligation of an institutional investor that is investment grade rated being sufficient indemnity), then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note of the same Classlike tenor and denomination or ownership interest, as applicable. In connection with the issuance of any new Note under this Section, neither the Issuer nor the Trustee shall charge any fee, except that the Trustee may require the payment by the Holder of such Note Noteholder thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. If, after the delivery of such replacement Note or payment of with respect to a destroyed, lost or stolen Note, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of any such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith. Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 1 contract
Samples: Oakwood Homes Corp
Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to shall become mutilated, destroyed, lost or stolen, Royalty Sub shall, upon the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction written request of the Noteholder thereof and presentation of the Note or satisfactory evidence of destruction, loss or theft thereof to the Trustee or Registrar and a confirmation by the Registrar to the Trustee that such Noteholder (or Beneficial Holder of any Note, the Beneficial Interest therein) has executed and (ii) there is delivered to the Indenture Registrar a Confidentiality Agreement, issue, and the Trustee shall authenticate and the Trustee or Registrar shall deliver in exchange therefor or in replacement thereof, a new Note, payable to such Noteholder in the same principal amount, of the same maturity, with the same payment schedule, bearing the same interest rate and dated the date of its authentication. If the Note being replaced has become mutilated, such Note shall be surrendered to the Trustee or the Registrar and forwarded to Royalty Sub by the Trustee or such Registrar. If the Note being replaced has been destroyed, lost or stolen, the Noteholder thereof shall furnish to Royalty Sub, the Trustee and the Registrar (a) such security or indemnity as may be required by it to hold Royalty Sub, the Issuer Trustee and the Indenture Trustee harmless, then, in the absence Registrar to save each of notice them harmless (an unsecured indemnity from any QIB being satisfactory security or indemnity) and (b) evidence satisfactory to the IssuerRoyalty Sub, the Note Trustee and the Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class. In connection with the issuance of any new Note under this Sectiondestruction, the Issuer may require payment by the Holder loss or theft of such Note and of a sum sufficient the ownership thereof (an affidavit from any QIB being satisfactory evidence). The Noteholders will be required to cover pay any tax or other governmental charge that may be imposed in relation thereto. If, after connection with such exchange or replacement and any other expenses (including the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser fees and expenses of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer Trustee and the Indenture Trustee shall be entitled to recover such replacement Note (or such paymentRegistrar) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection connected therewith. Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 1 contract
Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it the Trustee to indemnify and hold the Issuer and the Indenture Trustee harmlessharmless (which in the case of any Holder that is, or is a subsidiary of, a bank or other institutional buyer with a net worth of at least $50,000,000, and whose claims paying ability or long-term debt is rated at least investment grade or better by a Rating Agency, need only be such bank's or institutional buyer's unsecured written promise of indemnity), then, in the absence of notice to the Issuer, Issuer or the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note of the same Classtenor and Initial Note Principal Balance, bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable the Issuer in its discretion may, instead of issuing a new Note, pay such Note. In connection with Upon the issuance of any new Note under this Section, the Issuer or the Trustee may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall but no service charge may be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee imposed in connection therewith. Every replacement new Note issued pursuant to this Section in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 1 contract
Samples: Indenture (Candies Inc)
Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Trustee Note Registrar such security or indemnity as may be required by it the Note Registrar to hold save each of the Issuer Issuing Entity, the Owner Trustee, the Note Insurer and the Indenture Trustee Note Registrar harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer Owner Trustee on behalf of the Issuing Entity, acting at the direction of the Certificateholders, shall execute, execute and upon its request delivery of a Trust Request the Indenture Trustee Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of tenor and aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee note Registrar, shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any Person person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by the Issuer Issuing Entity, the Owner Trustee, the Note Insurer or the Indenture Trustee Note Registrar in connection therewith. If any such mutilated, destroyed, lost, or stolen Note shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of issuing a new Note, the Issuing Entity may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any new Note under this Section 2.07, the Note Registrar, may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Issuing Entity, the Indenture Trustee or the Note Registrar) connected therewith. Every replacement new Note issued pursuant to this Section 2.07 in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerIssuing Entity, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 1 contract
Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Trustee or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, Note and (ii2) there is delivered to the Indenture Trustee such security or indemnity as may be required by it the Trustee to hold save the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar Issuer or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Sectiontenor, the Issuer may require payment by the Holder of such Note of aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any Person person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by the Issuer or the Indenture Trustee in connection therewith. If any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of issuing a new Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any new Note under this Section, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) connected therewith. Every replacement new Note issued pursuant to this Section in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 1 contract
Samples: Specialty Mortgage Trust Inc
Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee [and the Securities Insurer] such security or indemnity as may reasonably be required by it them to hold the Issuer Issuing Entity[, the Securities Insurer] and the Indenture Trustee harmless, then, in the absence of notice to the IssuerIssuing Entity, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, an Authorized Officer of the Issuer Owner Trustee or the Administrator on behalf of the Issuing Entity shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note Note; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven days shall be due and payable, or shall have been called for redemption, instead of the same Class. In connection with the issuance of any new Note under this Sectionissuing a replacement Note, the Issuer Issuing Entity may require payment by pay such destroyed, lost or stolen Note when so due or payable or upon the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoRedemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen NoteNote pursuant to the proviso to the preceding sentence, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer Issuing Entity[, the Securities Insurer] and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom which it was delivered or any Person taking such replacement Note from such Person to whom which such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer Issuing Entity[, the Securities Insurer] or the Indenture Trustee in connection therewith. Upon the issuance of any replacement Note under this Section 2.04, the Issuing Entity may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee) connected therewith. Every replacement Note issued pursuant to this Section 2.04 in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerIssuing Entity, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section 2.04 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 1 contract
Samples: Bcap LLC
Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture TrusteeNote Registrar, or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Trust, the Sponsor, the Indenture Trustee and the Insurer such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen NoteNote pursuant to the proviso to the preceding sentence, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and Trust, the Indenture Trustee and the Insurer shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer Trust or the Indenture Trustee in connection therewith. Upon the issuance of any replacement Note under this Section, the Trust may require the payment by the Noteholder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee) connected therewith. Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerTrust, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 1 contract
Samples: Indenture (Advanta Revolving Home Equity Loan Trust 2000 A)
Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, ; then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, and provided that the requirements of Section 8-405 of the UCC are met, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note Note; provided, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall be, or within seven days shall be, due and payable, instead of the same Class. In connection with the issuance of any new Note under this Sectionissuing a replacement Note, the Issuer may require payment by the Holder of pay such destroyed, lost or stolen Note of a sum sufficient to cover any tax when so due or other governmental charge that may be imposed in relation theretopayable without surrender thereof. If, after the delivery of such a replacement Note or payment of a destroyed, lost or stolen NoteNote pursuant to the proviso to the preceding sentence, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) payment from the Person to whom which it was delivered or any Person taking such replacement Note from such the Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith. Every Upon the issuance of any replacement Note issued pursuant under this Section, the Issuer may require the payment by the related Noteholder of a sum sufficient to this Section cover any tax or other governmental charge that may be imposed in replacement of connection therewith and any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation other reasonable related expenses (including the fees and expenses of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen NotesTrustee).
Appears in 1 contract
Samples: Bear Stearns Asset Backed Sec Inc Irwin Home Eq Lo Tr 1999-2
Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture TrusteeNote Registrar, or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Note Registrar, the Note Insurer, the Issuer and the Trustee such security or indemnity as may be required by it them to hold save each of them harmless (the Issuer and the Indenture Trustee harmlessgeneral obligation of an institutional investor that is investment grade rated being sufficient indemnity), then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note of the same Classlike tenor and denomination or ownership interest, as applicable. In connection with the issuance of any new Note under this Section, the Issuer or the Trustee may require the payment by the Holder of such Note Noteholder thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. If, after the delivery of such replacement Note or payment of with respect to a destroyed, lost or stolen Note, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of any such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith. Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 1 contract
Samples: Indenture and Servicing Agreement (Creditrust Corp)
Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to shall become mutilated, destroyed, lost or stolen, the Indenture TrusteeIssuer shall, or upon the Indenture Trustee receives evidence to its satisfaction written request of the Noteholder thereof and presentation of the Note or satisfactory evidence of destruction, loss or theft of any thereof to the Trustee or Registrar, issue, and the Trustee shall authenticate and the Trustee or Registrar shall deliver in exchange therefor or in replacement thereof, a new Note, payable to such Noteholder in the same principal amount, of the same maturity, with the same payment schedule, bearing the same interest rate and (ii) there is delivered dated the date of its authentication. If the Note being replaced has become mutilated, such Note shall be surrendered to the Indenture Trustee or the Registrar and forwarded to the Issuer by the Trustee or such Registrar. If the Note being replaced has been destroyed, lost or stolen, the Noteholder thereof shall furnish to the Issuer, the Trustee and the Registrar (a) such security or indemnity as may be required by it to hold the Issuer Issuer, the Trustee and the Indenture Trustee harmless, then, in the absence Registrar to save each of notice them harmless (an unsecured indemnity from any QIB being satisfactory security or indemnity) and (b) evidence satisfactory to the Issuer, the Note Trustee and the Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class. In connection with the issuance of any new Note under this Sectiondestruction, the Issuer may require payment by the Holder loss or theft of such Note and of a sum sufficient the ownership thereof (an affidavit from any QIB being satisfactory evidence). The Noteholders will be required to cover pay any tax Tax or other governmental charge that may be imposed in relation thereto. If, after connection with such exchange or replacement and any other expenses (including the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser reasonable fees and expenses of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer Trustee and the Indenture Trustee shall be entitled to recover such replacement Note (or such paymentRegistrar) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection connected therewith. Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 1 contract
Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Trustee Note Registrar such security or indemnity as may be required by it the Note Registrar to hold save each of the Issuer Trust, the Owner Trustee, the Initial Purchaser and the Indenture Trustee Note Registrar harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer Owner Trustee on behalf of the Trust, acting at the direction of the Certificateholders, shall execute, execute and upon its request delivery of a Trust Request the Indenture Trustee Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of tenor and aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee Note Registrar, shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any Person person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by the Issuer Trust, the Owner Trustee, the Initial Purchaser or the Indenture Trustee Note Registrar in connection therewith. If any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of issuing a new Note, the Trust may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any new Note under this Section 2.07, the Note Registrar, may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trust, the Indenture Trustee or the Note Registrar) connected therewith. Every replacement new Note issued pursuant to this Section 2.07 in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerTrust, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 1 contract
Samples: Execution (American Business Financial Services Inc /De/)
Mutilated, Destroyed, Lost or Stolen Notes. If any Note is mutilated, destroyed, lost or stolen, Nonaffiliated Partner Trustee shall, upon the written request of the relevant Holder, issue and execute, and Indenture Trustee shall authenticate and deliver to the relevant Holder in replacement thereof, a new Note of the same date of original issue and having the same Payment Dates, Debt Rate and Maturity Date, payable to the same Holder in the same principal amount and dated the same date as the Note so mutilated, destroyed, lost or stolen. If the Note being replaced has become mutilated, such Note shall be surrendered to Indenture Trustee. If the Note being replaced has been destroyed, lost or stolen, the relevant Holder shall furnish to Nonaffiliated Partner Trustee and Indenture Trustee (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it them to hold the Issuer save Nonaffiliated Partner Trustee and the Indenture Trustee harmlessharmless and (ii) evidence satisfactory to Nonaffiliated Partner Trustee and Indenture Trustee of the destruction, thenloss or theft of such Note and of the ownership thereof. If the original Holder or such other Person that is an institutional investor is the owner of any such destroyed, in lost or stolen Note, then the absence affidavit of notice the President, any Vice President, Assistant Vice President, Treasurer or Secretary of the original Holder or such other Person setting forth the fact of destruction, loss or theft and of its ownership of the Note, at the time thereof, shall be accepted as satisfactory evidence thereof, and no indemnity shall be required as a condition to the Issuerexecution and delivery of a new Note other than the written agreement of such original Holder or other Person reasonably satisfactory to Nonaffiliated Partner Trustee and Indenture Trustee to indemnify (including for any costs and expenses, including reasonable attorneys' fees) Nonaffiliated Partner Trustee and Indenture Trustee for any claims or actions against them resulting from the issuance of such new Note Registrar or the reappearance of the old Note. Each Note issued pursuant to this Section 2.6 shall bear a notation by Indenture Trustee that such Note has been acquired by a bona fide purchaser, of (a) the Issuer shall executeaggregate amounts of principal of, and upon its request the Indenture Trustee shall authenticate and deliverPremium, in exchange for or in lieu of any if any, on, such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class. In connection with the issuance of that were paid to any new Note under this Section, the Issuer may require payment by the Holder of such Note of a sum sufficient to cover thereof at any tax or other governmental charge that may be imposed in relation thereto. If, after time before the delivery of such replacement new Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser of and (b) the original Note in lieu of date to which interest on such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith. Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether had been paid to any Holder thereof at or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (prior to the extent lawful) all other rights and remedies with respect to the replacement or payment time of mutilated, destroyed, lost or stolen Notessuch delivery.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Bj Services Co)
Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture TrusteeNote Registrar, or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Note Registrar, the Issuer and the Trustee such security or indemnity as may be required by it them to hold save each of them harmless (the Issuer and the Indenture Trustee harmlessgeneral obligation of an institutional investor that is investment grade rated being sufficient indemnity), then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note of the same Classlike tenor and denomination or ownership interest, as applicable. In connection with the issuance of any new Note under this Section, the Issuer or the Trustee may require the payment by the Holder of such Note Noteholder thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. If, after the delivery of such replacement Note or payment of with respect to a destroyed, lost or stolen Note, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of any such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith. Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 1 contract
Samples: Indenture and Servicing Agreement (Creditrust Corp)
Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture TrusteeNote Registrar, or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Note Registrar and the Trustee such security or indemnity as may be required by it them to hold save each of them harmless (the Issuer and the Indenture Trustee harmlessgeneral obligation of an institutional investor that is investment grade rated being sufficient indemnity), then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note of the same Classlike tenor and denomination or ownership interest, as applicable. In connection with the issuance of any new Note under this Section, the Issuer or the Trustee may require the payment by the Holder of such Note Noteholder thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. If, after the delivery of such replacement Note or payment of with respect to a destroyed, lost or stolen Note, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of any such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith. Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 1 contract
Samples: Indenture and Servicing Agreement (Creditrust Corp)
Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Trustee Note Registrar such security or written indemnity as may be required by it the Note Registrar to hold save each of the Issuer Issuer, [the Note Insurer] and the Indenture Trustee harmlessNote Registrar harmless (provided that no security shall be required for any indemnity from any institutional investor whose long- term debt is rated investment grade by any of the Rating Agencies), then, in the absence of notice to the Issuer, Issuer or the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, and provided that the Issuer requirements of Section 8-405 of the relevant Uniform Commercial Code have been met, the Owner Trustee shall execute, execute and upon its request the Indenture Trustee Note Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Classtenor and aggregate initial principal amount bearing a number not contemporaneously outstanding. In If, after the delivery of such new Note, a bona fide purchaser of the original Note in lieu of which such new Note was issued presents for payment such original Note, the Issuer and the Note Registrar shall be entitled to recover such new Note from the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the written indemnity provided therefor to the extent of any loss, damage, cost or expenses incurred by the Issuer or the Note Registrar in connection with therewith. If any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of issuing a new Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any new Note under this Section, the Issuer or the Note Registrar may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. If, after thereto and any other reasonable expenses (including the delivery fees and expenses of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection Note Registrar) connected therewith. Every replacement new Note issued pursuant to this Section in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 1 contract
Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to shall become mutilated, destroyed, lost or stolen, the Indenture TrusteeIssuer shall, or upon the Indenture Trustee receives evidence to its satisfaction written request of the Noteholder thereof and presentation of the Note or satisfactory evidence of destruction, loss or theft thereof to the Trustee or Registrar and a confirmation by the Registrar to the Trustee that such Noteholder (or Beneficial Holder of any Note, the Beneficial Interest therein) has executed and (ii) there is delivered to the Indenture Registrar a Confidentiality Agreement, issue, and the Trustee shall authenticate and the Trustee or Registrar shall deliver in exchange therefor or in replacement thereof, a new Note, payable to such Noteholder in the same principal amount, of the same maturity, with the same payment schedule, bearing the same interest rate and dated the date of its authentication. If the Note being replaced has become mutilated, such Note shall be surrendered to the Trustee or the Registrar and forwarded to the Issuer by the Trustee or such Registrar. If the Note being replaced has been destroyed, lost or stolen, the Noteholder thereof shall furnish to the Issuer, the Trustee and the Registrar (a) such security or indemnity as may be required by it to hold the Issuer Issuer, the Trustee and the Indenture Trustee harmless, then, in the absence Registrar to save each of notice them harmless (an unsecured indemnity from any QIB being satisfactory security or indemnity) and (b) evidence satisfactory to the Issuer, the Note Trustee and the Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class. In connection with the issuance of any new Note under this Sectiondestruction, the Issuer may require payment by the Holder loss or theft of such Note and of a sum sufficient the ownership thereof (an affidavit from any QIB being satisfactory evidence). The Noteholders will be required to cover pay any tax Tax or other governmental charge that may be imposed in relation thereto. If, after connection with such exchange or replacement and any other expenses (including the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser reasonable fees and expenses of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer Trustee and the Indenture Trustee shall be entitled to recover such replacement Note (or such paymentRegistrar) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection connected therewith. Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 1 contract
Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it them to hold the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, execute and upon its written request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class. In connection with ; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven days shall be due and payable, or shall have been called for Upon the issuance of any new replacement Note under this Section, the Issuer or the Indenture Trustee may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. If, after thereto and any other reasonable expenses (including the delivery fees and expenses of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection Note Registrar) connected therewith. Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 1 contract
Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Issuer or the Indenture Trustee Issuer receives evidence to its satisfaction of the destruction, loss or theft of any Note, Note and (ii2) there is delivered to the Indenture Trustee Issuer such security or indemnity as may be required by it the Issuer to hold save the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar Issuer or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Sectiontenor, the Issuer may require payment by the Holder of such Note of aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement new Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by the Issuer or the Indenture Trustee in connection therewith. If any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of issuing a new Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any new Note under this Section, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) in connection therewith. Every replacement new Note issued pursuant to this Section in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 1 contract
Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to shall become mutilated, destroyed, lost or stolen, the Indenture TrusteeIssuer shall, or upon the Indenture Trustee receives evidence to its satisfaction written request of the Noteholder thereof and presentation of the Note or satisfactory evidence of destruction, loss or theft thereof to the Trustee or Registrar and a confirmation by the Registrar to the Trustee that such Noteholder (or Beneficial Holder of any Note, the Beneficial Interest therein) has executed and (ii) there is delivered to the Indenture Registrar a Confidentiality Agreement, issue, and the Trustee shall authenticate and the Trustee or Registrar shall deliver in exchange therefor or in replacement thereof, a new Note, payable to such Noteholder in the same principal amount, of the same maturity, with the same payment schedule, bearing the same interest rate and dated the date of its authentication. If the Note being replaced has become mutilated, such Note shall be surrendered to the Trustee or the Registrar and forwarded to the Issuer by the Trustee or such Registrar. If the Note being replaced has been destroyed, lost or stolen, the Noteholder thereof shall furnish to the Issuer, the Trustee and the Registrar (a) such security or indemnity as may be required by it to hold the Issuer Issuer, the Trustee and the Indenture Trustee harmless, then, in the absence Registrar to save each of notice them harmless (an unsecured indemnity from any QIB being satisfactory security or indemnity) and (b) evidence satisfactory to the Issuer, the Note Trustee and the Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class. In connection with the issuance of any new Note under this Sectiondestruction, the Issuer may require payment by the Holder loss or theft of such Note and of a sum sufficient the ownership thereof (an affidavit from any QIB being satisfactory evidence). The Noteholders will be required to cover pay any tax or other governmental charge that may be imposed in relation thereto. If, after connection with such exchange or replacement and any other expenses (including the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser fees and expenses of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer Trustee and the Indenture Trustee shall be entitled to recover such replacement Note (or such paymentRegistrar) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection connected therewith. Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 1 contract
Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Trustee Note Registrar such security or written indemnity as may be required by it the Note Registrar to hold save each of the Issuer Issuer, [the Note Insurer] and the Indenture Trustee harmlessNote Registrar harmless (provided that no security shall be required for any indemnity from any institutional investor whose long-term debt is rated investment grade by any of the Rating Agencies), then, in the absence of notice to the Issuer, Issuer or the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, and provided that the Issuer requirements of Section 8-405 of the relevant Uniform Commercial Code have been met, the Owner Trustee shall execute, execute and upon its request the Indenture Trustee Note Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Classtenor and aggregate initial principal amount bearing a number not contemporaneously outstanding. In If, after the delivery of such new Note, a bona fide purchaser of the original Note in lieu of which such new Note was issued presents for payment such original Note, the Issuer and the Note Registrar shall be entitled to recover such new Note from the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the written indemnity provided therefor to the extent of any loss, damage, cost or expenses incurred by the Issuer or the Note Registrar in connection with therewith. If any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of issuing a new Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any new Note under this Section, the Issuer or the Note Registrar may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. If, after thereto and any other reasonable expenses (including the delivery fees and expenses of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection Note Registrar) connected therewith. Every replacement new Note issued pursuant to this Section in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 1 contract
Samples: Indenture (Southpoint Residential Mortgage Securities Corp)
