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 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 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. 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. (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.
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. The “Revolving Credit Notes” and the “Bid Rate Notes,” in each case as defined in the Existing Credit Agreement.
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. The Company will authorize for issuance to the Note Purchaser on the Closing Date Notes in an original principal amount of Sixteen Million Dollars $16,000,000 (the “Original Principal Balance”). The Notes shall accrue interest from and after the Closing Date and have such other characteristics as set forth in the Notes. The Company agrees to sell the Notes to the Note Purchaser on the Closing Date, and the Note Purchaser agrees to purchase such Notes from the Company, on the terms and conditions set forth herein.
Original Notes. The Notes (as defined in the Existing Credit Agreement).
Original Notes. In connection with the Original Note Purchase Agreement and in order to provide funds to Issuer to consummate the Acquisition, the Purchasers purchased the Original Notes of the Company issued pursuant to the Original Note Purchase Agreement (each, an “Original Note” and collectively, the “Original Notes”) in the original principal amount of $80,000,000 issued on the Closing Date, to mature on November 25, 2016. Each Purchaser and Issuer acknowledges and agrees that, as of the Restatement Effective Date, the aggregate outstanding principal amount of the Original Notes is $84,810,808.60 and the aggregate outstanding cash interest on the Original Notes, without giving effect to the transactions contemplated by this Agreement, is $1,258,741.81. Subject to the terms and conditions set forth in this Restated Note Purchase Agreement, the entire outstanding principal balance of the Original Notes under the Original Note Purchase Agreement less the payment of $9,810,808.59 on the Restatement Date shall be deemed to be the original outstanding principal balance of the Restated Notes, without constituting a novation.
