Original Notes. The Class M-1, Class M-2, Class M-3A, Class M-3B and Class B Notes. Origination Rep and Warranty/Servicing Breach Settlement: Any settlement (which settlement only relates to claims arising from breaches of origination/selling representations and warranties or breaches of servicing obligations) that Xxxxxxx Mac enters into with a seller or servicer in lieu of requiring such seller or servicer to repurchase a specified pool of Mortgage Loans that include, among others, one or more Reference Obligations, as a result of breaches of origination/selling representations or warranties or as a result of breaches of servicing obligations whereby Xxxxxxx Mac has received the agreed-upon settlement proceeds from such seller or servicer. For the avoidance of doubt, any Origination Rep and Warranty/Servicing Breach Settlement will only relate to breaches of either (i) origination/selling representations and warranties or (ii) servicing obligations, but not both. Origination Rep and Warranty/Servicing Breach Settlement Amount: (I) with respect to the Payment Date in the month after the calendar month in which an Origination Rep and Warranty/Servicing Breach Settlement occurs, the lesser of (a) the aggregate amount of Credit Event Net Losses of the Origination Rep and Warranty/Servicing Breach Settlement Reference Obligations for such Payment Date and all prior Payment Dates, less the aggregate amount of Credit Event Net Losses of the Origination Rep and Warranty/Servicing Breach Settlement Reference Obligations that were Reversed Credit Event Reference Obligations for such Payment Date and all prior Payment Dates; and (b) the Origination Rep and Warranty/Servicing Breach Settlement Loan Allocation Amount (Cap); and, (II), with respect to each Payment Date thereafter, the lesser of (a) the aggregate amount of Credit Event Net Loss of the Origination Rep and Warranty/Servicing Breach Settlement Reference Obligations for such Payment Date; and
Original Notes. On the Effective Date, the Original Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Loan Note hereunder, amended and restated by the Revolving Loan Note delivered hereunder on or about the Effective Date (regardless of whether any Lender shall have delivered to the Company for cancellation the Original Note held by it). Each Lender, whether or not requesting a Revolving Loan Note hereunder, shall use its commercially reasonable efforts to deliver the Original Note held by it to the Company for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Notes as of the Effective Date shall continue to be outstanding hereunder, and shall from and after the Effective Date, if requested by the Lender holding such Original Note, be evidenced by the Revolving Loan Notes, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Company from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Company arising out of such Lender’s failure to deliver the Original Note held by it to the Company for cancellation, subject to the condition that the Company shall not make any payment to any Person claiming to be the holder of such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such Lender’s sole cost and expense, to assert any defenses to such payment.
Original Notes. The Class M-1, Class M-2A, Class M-2B and Class B-1 Notes. Origination Rep and Warranty/Servicing Breach Settlement: Any settlement (which settlement only relates to claims arising from breaches of origination/selling representations and warranties or breaches of servicing obligations) that Freddie Mac enters into with a seller or servicer in lieu of requiring such seller or servicer to repurchase a specified pool of Mortgage Loans that include, among others, one or more Reference Obligations, as a result of breaches of origination/selling representations or warranties or as a result of breaches of servicing obligations whereby Freddie Mac has received the agreed-upon settlement proceeds from such seller or servicer. For the avoidance of doubt, any Origination Rep and Warranty/Servicing Breach Settlement will only relate to breaches of either (i) origination/selling representations and warranties or (ii) servicing obligations, but not both. Origination Rep and Warranty/Servicing Breach Settlement Loan Allocation Amount (Cap): With respect to any Origination Rep and Warranty/Servicing Breach Settlement, an amount equal to the greater of (A) zero or (B)(1) the sum of the Origination Rep and Warranty/Servicing Breach Settlement proceeds determined to be attributable to the Reference Obligations (such determination to be made by Xxxxxxx Mac at or about the time of the settlement) minus (2) the aggregate amount of unreimbursed Credit Event Net Losses on such Origination Rep and Warranty/Servicing Breach Settlement Reference Obligations that Freddie Mac identified as having Underwriting Defects or Major Servicing Defects, as applicable, through the related Origination Rep and Warranty/Servicing Breach Settlement date (exclusive of the related settlement proceeds).
Original Notes. The Class M-1, Class M-2, Class M-3A, Class M-3B and Class B Notes. Origination Rep and Warranty/Servicing Breach Settlement: Any settlement (which settlement only relates to claims arising from breaches of origination/selling representations and warranties or breaches of servicing obligations) that Xxxxxxx Mac enters into with a seller or servicer in lieu of requiring such seller or servicer to repurchase a specified pool of Mortgage Loans that include, among others, one or more Reference Obligations, as a result of breaches of origination/selling representations or warranties or as a result of breaches of servicing obligations whereby Xxxxxxx Mac has received the agreed-upon settlement proceeds from such seller or servicer. For the avoidance of doubt, any Origination Rep and Warranty/Servicing Breach Settlement will only relate to breaches of either (i) origination/selling representations and warranties or (ii) servicing obligations, but not both. Origination Rep and Warranty/Servicing Breach Settlement Amount: (I) with respect to the Payment Date in the month after the calendar month in which an Origination Rep and Warranty/Servicing Breach Settlement occurs, the lesser of (a) the aggregate amount of Credit Event Net Losses of the Origination Rep and Warranty/Servicing Breach Settlement Reference
Original Notes. The “Revolving Credit Notes” and the “Bid Rate Notes,” in each case as defined in the Existing Credit Agreement.
Original Notes. 9 SECTION 2.5 Registration; Registration of Transfer and Exchange of Notes.................. 10 SECTION 2.6 Mutilated, Destroyed, Lost or Stolen Notes.................................... 11 SECTION 2.7 Persons Deemed Noteholders.................................................... 12 SECTION 2.8 Payment of Principal and Interest............................................. 12 SECTION 2.9
Original Notes. The Class M-2A Notes, Class M-2AD Notes, Class M-2B Notes, Class M-2BD Notes, Class B-1D Notes, Class B-1I Notes and Class B-2D Notes.
Original Notes. Each Lender (i) consents to the cancellation of each Original Note in all respects and for all purposes; and (ii) directs (x) Corporate Obligee to issue contemporaneously with such cancellation and with the consummation of the transactions contemplated in Section 5.2 the A Notes to the A Lenders; and (y) Corporate Obligee to issue contemporaneously with such cancellation and with the consummation of the transactions contemplated in Section 5.2 the B Notes to the B Lenders. Each other party hereto hereby consents to the cancellation of the Original Notes and to the issuance of the A Notes and the B Notes hereunder in replacement thereof in all respects and for all purposes.
Original Notes. (a) The Issuer shall execute, and upon receipt of an Issuer Order the Indenture Trustee shall authenticate and deliver, Original Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, with such variations from the forms of such Notes set forth in Appendix A as are consistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes.
(b) Under the circumstances set forth in Section 2.12, the Issuer shall cause Definitive Notes to be prepared. After the preparation of Definitive Notes, the Original Notes shall be exchangeable for Definitive Notes upon surrender of the Original Notes at the Agency Office of the Issuer to be maintained as provided in Section 3.2, without charge to the Noteholder. Upon surrender or cancellation of any one or more Original Notes, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver in exchange, a like principal amount of Definitive Notes of authorized denominations. Until so delivered in exchange, the Original Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes.
Original Notes. (a) The Issuer shall execute, and upon receipt of an Issuer Order the Indenture Trustee shall authenticate and deliver, global Notes of each Class which are printed, lithographed, typewritten, mimeographed or otherwise produced, with such variations from the form of Note set forth in Exhibit A to the Series Trust Indenture as are consistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes.
(b) Under the circumstances set forth in Section 2.13, the Issuer shall cause Definitive Notes to be prepared. After the preparation of Definitive Notes, the global Notes shall be exchangeable for Definitive Notes upon surrender of the global Notes at the Agency Office of the Issuer to be maintained as provided in Section 3.2, without charge to the Noteholder. Upon surrender for cancellation of any one or more global Notes, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor a like Principal Balance of Definitive Notes of authorized denominations. Until so delivered in exchange, the global Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes.
